Common use of Indemnification and Contribution Clause in Contracts

Indemnification and Contribution. (a) The Company 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus 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, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will 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 they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed Statement, 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 agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that (i) the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein 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 or on behalf of any Underwriter of the First Mortgage Bonds through the Representatives specifically expressly for use in connection with the preparation thereofRegistration Statement, 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 or supplemented) excluding documents incorporated therein by reference at , any Preliminary Prospectus, any Issuer Free Writing Prospectus or prior the Time of Sale Information, or any such amendment or supplement of or to the confirmation of the sale of such Securities to such person foregoing, which information is specified 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveSection 9(b) hereof.

Indemnification and Contribution. (a) The Company Republic 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 they or any of them may become subject under the laws of any jurisdiction, including but not limited to the Act, the Exchange Act or other Federal federal or state State statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus 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, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them him or it in connection with investigating or defending any such loss, claim, damage, liability or actionaction within a reasonable time after such expenses are incurred; provided, however, that (i) the Company 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 any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company Republic by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any 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) 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 Act, the untrue statement or omission of a material fact contained in such the Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to amended or supplemented) and the confirmation of the sale of such Securities Republic previously furnished copies thereof to such person)Underwriter. This indemnity agreement will be in addition to any liability which the Company Republic may otherwise have.

Indemnification and Contribution. (a) The Company 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Prospectus 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, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 that part of the Prospectus Registration Statement constituting the “Statement of Eligibility and Qualification of Trustee” (or Form T-1) under the Prospectus as 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)Trust Indenture Act. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter Underwriter, its partners, directors and officers and each person person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in (i) the Registration 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 (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 or (ii) any Preliminary Prospectus, the Final Prospectus or any other prospectus relating to the Securities, 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, in light of the circumstances under which they were made, not misleading, and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that (i) the Company will 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 any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in any Preliminary Prospectus, the Registration Statement or the Final Prospectus and any other prospectus relating to the Securities, or any such amendment or supplement(s) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of the applicable Securities through the Representatives specifically expressly for use in connection with the preparation thereofFinal Prospectus; provided, and (iifurther, that the Company shall not be liable to any Underwriter under this Section 7(a) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit extent that a court of any Underwriter (or any person controlling such Underwriter) from whom the person asserting competent jurisdiction has found by final and nonappealable order that any such loss, claim, damage or liability purchased of such Underwriter results from the fact that such Underwriter sold Securities which are the subject thereof if such to a person did to whom there was not receive a copy of the Prospectus (sent or the Prospectus as supplemented) excluding documents incorporated therein by reference given, at or prior to the written confirmation of such sale, a copy of the sale 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 Securities 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 in any case where such delivery is required by Section 5 of the Act 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 a material fact contained in such the Preliminary Prospectus was corrected in the Prospectus (or the by such Final Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveamended or supplemented.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person who controls any 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary 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 therein, in light of the circumstances under which they were made, not misleading, and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein (A) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof or (B) in any Current Report or any amendment or supplement thereof, and 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 any Preliminary 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 case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary the Basic Prospectus was corrected in the Final Prospectus (or the Final Prospectus as supplemented 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, prior to the time of confirmation of the sale of such 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 Company may otherwise have.

Indemnification and Contribution. (a) The Company Bank agrees to indemnify and hold harmless each Underwriter and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or and under Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, or in any revision or amendment thereof or supplement theretothereto 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, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company 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 any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company Bank by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity therein or any revision or amendment thereof or supplement thereto. The foregoing indemnification with respect to any Preliminary Prospectus 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 Prospectus (as then amended or supplemented if the Bank shall have furnished any amendments or supplements thereto) from whom 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 Certificates to such person asserting any and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability purchased provided that the Securities which are the subject thereof if Bank shall have identified to such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or Underwriter in writing such defect prior to the confirmation of the sale delivery of such Securities to written confirmation by 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities Underwriter to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees Issuers, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person person, if any, who controls any 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 they or any of them may become 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 and liabilities (or actions in respect thereof) arise out of or are based upon caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for Statement, any preliminary prospectus, the registration of Disclosure Package (as amended or supplemented), any issuer free writing prospectus as defined under Rule 433(d) under the Securities Act or the Prospectus (as originally filed amended or in any amendment thereofsupplemented), or in caused by 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, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages or other expenses reasonably incurred, as incurred, liabilities are caused by them in connection with investigating or defending any such loss, claim, damage, liability untrue statement or actionomission 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 (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such foregoing indemnity with respect to any Preliminary Prospectus preliminary prospectus, any issuer free writing prospectus or the Disclosure Package shall not inure to the benefit of any Underwriter (or any person controlling such 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 (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 purchased 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 thereof if matter of such person did not receive 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 copy 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 Prospectus 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 Prospectus 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 supplementedone entity for such purpose) excluding documents incorporated therein or by reference at 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 prior 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 confirmation limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, the Underwriters shall not be required to contribute any amount in excess of the sale amount by which the total price at which the Offered Securities underwritten by them and distributed to the 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 Securities to such person in any case where such delivery is required by the Act and the untrue or alleged untrue statement or omission or alleged omission. No person guilty of a material fact 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 such Preliminary Prospectus was corrected in this Section 7 and the Prospectus (or the Prospectus as supplemented prior to the confirmation representations and warranties of the sale Company contained in this Agreement shall remain operative and in full force and effect regardless of such Securities to such person). This indemnity agreement will be in addition to (i) any liability which termination of this Agreement, (ii) any investigation made by or on behalf of the Company may otherwise haveUnderwriters or any person controlling the Underwriters or by or on behalf of the Issuers, their respective officers or directors or any other person controlling an Issuer and (iii) acceptance of and payment for any of the Offered Securities.

Indemnification and Contribution. (a) The In the event of any registration of any of the Shares hereunder, the Company agrees 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 Person, if any, who controls each such Selling Holder or any Underwriter such underwriter within the meaning of either the Securities Act or (collectively, the Exchange Act “Covered Persons”) against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which they or any of them such Person may become be subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law 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) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the any related registration of statement filed under the Securities as originally filed Act, any preliminary prospectus or in final prospectus included therein, or any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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, and agrees to the Company will reimburse each such indemnified party Covered Person, as incurred, for any legal or any other expenses reasonably incurred, as incurred, incurred by them such Covered Person in connection with investigating or defending any such loss, claim, damageliability, liability action or actionproceeding; provided, however, that (i) the Company will 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 any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such registration statement, any such preliminary prospectus or final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Selling Holder or such underwriter specifically for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter through such Covered Person and shall survive the Representatives specifically transfer of such securities by the Selling Holders. In order to provide for use just and equitable contribution to joint liability under the Securities Act in connection with any case in which either (a) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 6, but it is judicially determined (by the preparation thereofentry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case, or (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 aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is 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) such indemnity with respect no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or contribution from 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 entity who was not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale guilty 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havefraudulent misrepresentation.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter Underwriter, and each person Person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or liabilities, joint or several, to which they other expenses reasonably incurred by any Underwriter or any of them may become subject under the Act, the Exchange Act such controlling person in connection with defending or other Federal investigating any such action or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofclaim) arise out of or are based upon caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any the Preliminary Prospectus or the ProspectusProspectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or in caused by 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, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages or other expenses reasonably incurred, as incurred, liabilities are caused by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or omission or alleged untrue statement or omission based upon Underwriter Information or alleged omission made therein in reliance upon and in conformity with written information furnished to Depositary Information; PROVIDED, HOWEVER, that the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such foregoing indemnity agreement with respect to any 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 losslosses, claimclaims, damage damages or liability liabilities purchased the Securities which are Offered Certificates, or to the subject thereof benefit of any person controlling such Underwriter, if such person did not receive a copy of the Prospectus (as then amended or supplemented if the Prospectus as supplementedCompany shall have furnished any amendments or supplements thereto) excluding documents incorporated therein was not sent or given by reference 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 Securities Offered Certificates to such person in any case where such delivery is required by the Act person, and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities unless such failure to deliver the Prospectus as supplemented prior to the confirmation was a result of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which noncompliance by the Company may otherwise havewith its delivery requirements set forth in Section 4(a).

Indemnification and Contribution. (a) The Company 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration 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, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 such the Basic Prospectus or any Preliminary Final Prospectus was corrected in the Final Prospectus (or the Final Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personamended or supplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company WFASC agrees to indemnify and hold harmless each the Underwriter and each person who controls any 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 they or any of them may become subject under the Act, the Exchange Act Act, or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or 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 any Issuer Free Writing Prospectus or any Issuer Information contained in any Free Writing Prospectus (other than any Issuer Free Writing Prospectus), or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, when considered in conjunction with the Time of Sale Information, and 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 such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them it or him in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company 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 any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company WFASC by or on behalf of any the Underwriter through the Representatives specifically for use in connection with the preparation 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 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company WFASC may otherwise have.

Indemnification and Contribution. (a) The Company 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Prospectus 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, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company 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 any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company Corporation by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 that part of the Prospectus Registration Statement constituting the “Statement of Eligibility and Qualification of Trustee” (or Form T-1) under the Prospectus as 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)Trust Indenture Act. This indemnity agreement will be in addition to any liability which the Company Corporation may otherwise have.

Indemnification and Contribution. (ai) The Company agrees 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 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 they or any of them a Seller’s Indemnitee may become subject under the Act, the Exchange Securities Act or any other Federal statute or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (A) any untrue statement or any alleged untrue statement of a any material fact contained or incorporated by reference, on the effective date thereof, in the Registration Statement for the any registration of statement under which such securities were registered under the Securities as originally filed Act, any preliminary prospectus or in final prospectus contained therein, any free writing prospectus or 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 (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 (C) any other violation of any applicable securities laws, and agrees to in each of the foregoing circumstances shall pay for or reimburse each such indemnified party the Seller’s Indemnitees for any legal or any other expenses reasonably incurred, as incurred, incurred by them all or any one of the Seller’s Indemnitees in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) that, with respect to any Seller’s Indemnitee, the Company will 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 any such actual untrue statement or alleged untrue statement or omission or alleged actual omission made therein or incorporated by reference in such registration statement, preliminary prospectus, prospectus, free writing prospectus or any amendment or supplement thereto solely in reliance upon and in conformity with written information furnished to the Company Buyer by 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 any Underwriter through the Representatives specifically for use in connection with the preparation thereofa Seller’s Indemnitee, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to survive 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 supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale transfer of such Securities to such person in any case where such delivery is required securities by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveSeller’s Indemnitee.

Indemnification and Contribution. (a) The Company 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary Prospectus 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, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Underwriters or on behalf of any Underwriter through the Representatives Selling Stockholder, specifically for use inclusion therein, it being understood that in connection with the preparation 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 case of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior Selling Stockholders, such information is limited to the confirmation information provided in preparation of the sale answers to Item 7 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)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 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities 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, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for use in connection with the preparation thereof, 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 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) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities 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 such any Preliminary Prospectus was corrected in the Final Prospectus (or the Final Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personamended or supplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to Republic and the Seller will jointly and severally 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 they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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, and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating or defending against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company 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 any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company Republic or the Seller by or on behalf of any Underwriter through the Representatives Representatives, if any, 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 connection with the preparation thereofsubsection (b) below; and provided, and (ii) such indemnity further, that with respect to any Preliminary Prospectus untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Underwriter (or any person controlling such 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 purchased 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 which are the subject thereof if to such person did not receive person, a copy of the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the Act) if the Republic had previously furnished copies of the Prospectus as 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveUnderwriters.

Indemnification and Contribution. (a) The Company 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration 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, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 such the Basic Prospectus or any Preliminary Final Prospectus was corrected in the Final Prospectus (or the Final Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personamended or supplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to 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 any Underwriter such Investor or underwriter within the meaning of either 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 and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the any Registration 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 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 arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and Holdings hereby agrees to reimburse each such indemnified party Indemnified Person for any all reasonable legal or and other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as and when such expenses are incurred; provided, however, that (i) the Company will 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 any such (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission made therein from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company Holdings by or on behalf of any Underwriter through the Representatives specifically such Indemnified Person expressly for use in connection with the preparation thereof, and therein or (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to in 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 case of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation occurrence of an event of the sale type specified in Section 3(e), the use by the Indemnified Person of such Securities an outdated or defective Prospectus after Holdings has provided to such person in any case where Indemnified Person written notice that such delivery Prospectus is required by the Act and the untrue statement outdated or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havedefective.

Indemnification and Contribution. (a) The Company 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration 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, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 the Basic Prospectus or any Preliminary Final Prospectus was corrected in the Final Prospectus (or the Final Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personsupplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or liabilities, joint or several, to which they other expenses reasonably incurred by any Underwriter or any of them may become subject under the Actsuch controlling person in connection with defending or investigating any such action or claim), the Exchange Act or other Federal or state statutory law or regulationas incurred, 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 caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus preliminary prospectus or the ProspectusProspectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or in caused by 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, and agrees to reimburse each (A) except insofar as such indemnified party for any legal losses, claims, damages or other expenses reasonably incurred, as incurred, liabilities are caused by them in connection with investigating or defending any such loss, claim, damage, liability untrue statement or action; provided, however, that (i) omission or alleged untrue statement or omission based upon information furnished to the Company will in writing by such Underwriter through the Manager expressly for use therein, or (B) except that the Company shall not be liable in to any Underwriter or any person controlling such case Underwriter under this Section 7 to the extent that any such loss, claim, damage liability or liability arises out judgment results solely from an untrue statement of a material fact contained in, or is based upon any the omission of a material fact from, a preliminary Prospectus if such untrue statement or alleged untrue statement or omission or alleged omission made therein was completely corrected in reliance upon and in conformity with written information furnished the applicable Prospectus Supplement prior to the written confirmation of the sale of the Offered Securities giving rise to such loss, claim, liability or judgment if the Company by or on behalf shall sustain the burden of any proving (x) that such Underwriter through sold the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure Offered Securities to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any alleging such loss, claim, damage or liability purchased without sending or giving the Securities which are the subject thereof if such person did not receive a copy of the applicable Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference Supplement at or prior to the time of written confirmation of the sale of the Offered Securities giving rise to such Securities loss, claim, liability or judgment, (y) that the Company had furnished copies of the applicable Prospectus Supplement to such Underwriter reasonably prior to the written confirmation of such sale, and (z) such Underwriter would not have been subject to such liability if it had delivered the applicable Prospectus Supplement to such person in any case where such delivery is required by the Act and the untrue statement at or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the time of written confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havesale.

Indemnification and Contribution. (a) The Company 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 they or any of them such Underwriter may become subject (including, without limitation, in its capacity as an Underwriter or as a "qualified independent underwriter" within the meaning of Schedule E of the Bylaws of the NASD), under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such specifically including, but not limited to, losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of the Company herein contained, (ii) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement 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 (iii) any untrue statement or alleged untrue statement of any material fact contained in any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will 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 any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, such Preliminary Prospectus or the Prospectus, or any such amendment or supplement thereto, in reliance upon upon, and in conformity with with, written information relating to any Underwriter furnished to the Company by such Underwriter, directly or on behalf of any Underwriter through the Representatives you, specifically for use in connection with the preparation thereofthereof and, and (iiprovided further, that the indemnity agreement provided in this Section 8(a) 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 losslosses, claimclaims, damage damages, liabilities or liability actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Securities which are the subject thereof Shares, if such person did not receive a copy of the Prospectus (in which such untrue statement or the Prospectus as supplemented) excluding documents incorporated therein by reference at alleged untrue statement or prior to the confirmation of the sale of such Securities omission or alleged omission was corrected had not been sent or given to such person in any case where such delivery is within the time required by the Act and the untrue statement or omission Rules and Regulations, unless such failure is the result of a material fact contained noncompliance by the Company with Section 4(d) hereof. The indemnity agreement in such Preliminary Prospectus was corrected in this Section 8(a) shall extend upon the Prospectus (same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls any Underwriter within the meaning of the Act or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)Exchange Act. This indemnity agreement will shall be in addition to any liability liabilities which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person who controls any 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary 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 therein, in light of the circumstances under which they were made, not misleading, and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein (A) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof or (B) in any Current Report or any amendment or supplement thereof, and 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 any Preliminary 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 case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary the Base Prospectus was corrected in the Final Prospectus (or the Final Prospectus as supplemented 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, prior to the time of confirmation of the sale of such 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 Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to 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 Person, if any, who controls any Underwriter each such Selling Holder within the meaning of either the Securities Act or (collectively, the Exchange Act "Covered Persons") against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which they or any of them such Person may become be subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law 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) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the any related registration of statement filed under the Securities as originally filed Act, any preliminary prospectus or in final prospectus included therein, or any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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, and agrees to Holdings will reimburse each such indemnified party Covered Person, as incurred, for any legal or any other expenses reasonably incurred, as incurred, incurred by them such Covered Person in connection with investigating or defending any such loss, claim, damageliability, liability action or actionproceeding; provided, however, that (i) the Company will 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 any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such registration statement, any such preliminary prospectus or final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Holdings by a Selling Holder specifically for use in the Company preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter through such Covered Person and shall survive the Representatives specifically for use transfer of such securities by the Selling Holders. Holdings shall also indemnify each other Person who participates (including as an underwriter) in connection with the preparation thereofoffering or sale of Shares, their officers and (ii) directors and each other person, if any, who controls any such indemnity participating Person within the meaning of the Securities Act to the same extent as provided above 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 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveCovered Persons.

Indemnification and Contribution. (a) The Each of the Company and SLC jointly and severally agrees to indemnify and hold harmless each Underwriter of the Underwriters and each person person, if any, who controls any an Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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, misleading and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability liability, or actionaction 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 indemnification contained in this paragraph (ia) the Company will 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 such person if the untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 preliminary prospectus was corrected in the final Prospectus (and such Underwriter sold Notes to that person without sending or the Prospectus as supplemented giving at or prior to the written confirmation of such sale, a copy of the sale of such Securities final Prospectus (as then amended or supplemented but excluding documents incorporated by reference therein) if the Company or SLC has previously furnished sufficient copies thereof to such person)Underwriter. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company Depositor agrees to indemnify and hold harmless each Underwriter the Underwriters and each person person, if any, who controls any an Underwriter within the meaning of either Section 15 of the Securities Act or the Exchange Act from and against any and all lossesloss, 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 they the Underwriters or any of them such controlling persons may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, or in 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, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment thereof or supplement thereto, or (iv) the omission or alleged omission to state in the Prospectus or any amendment thereof or supplement thereto a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and agrees to shall reimburse the Underwriters and each such indemnified party controlling person promptly upon demand for any legal or other expenses reasonably incurred, as incurred, incurred by them the Underwriters or such controlling persons in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the 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 Company 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 any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to from any Preliminary Prospectus shall that was eliminated or remedied in the Prospectus, if a copy of the Prospectus was not inure sent or given with or prior to the benefit written confirmation of the sale of any Underwriter (or any person controlling such Underwriter) from whom Security to the person asserting any such the loss, claim, damage or liability purchased the Securities which are the subject thereof liability, if such person did not receive a copy of the Prospectus (or the Prospectus as 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)Act. This The foregoing indemnity agreement will be is in addition to any liability which the Company Depositor may otherwise havehave to the Underwriters or any controlling person of an Underwriter.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter Underwriter, its partners, directors and officers and each person person, if any who controls any such Underwriter within the meaning of either Section 15 of the Act or the Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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, and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives 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 connection with the preparation thereofsubsection (c) below; and provided, and (ii) such indemnity further, that with respect to any Preliminary Prospectus untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Underwriter (or any person controlling such 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 purchased of such Underwriter results from the Securities which are the subject thereof if fact that there was not sent or given to such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference person, at or prior to the written 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Offered Securities to such person). This indemnity agreement will be in addition to any liability which , a copy of the Prospectus if the Company may otherwise havehad previously furnished copies thereof to such Underwriter.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter of you and each person person, if any, who controls any the Underwriter within the meaning of either 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 they or any liabilities and expenses (including reasonable costs of them may become 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 thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement for or the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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 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 agrees in conformity with the information relating to reimburse each such indemnified party the Underwriter furnished in writing to the Company by or on behalf of the Underwriter through you expressly for any legal or other expenses reasonably incurred, as incurred, by them use in connection therewith; provided, however, that the indemnification contained in this paragraph (a) with investigating respect to any Prepricing Prospectus shall not inure to the benefit of the Underwriter (or defending to the benefit of any person controlling the Underwriter) on account of any such loss, claim, damage, liability or action; providedexpense 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 sent to such person within the time required by the Act and the regulations thereunder, however, that (i) and the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 Prepricing Prospectus was corrected in the Prospectus (or Prospectus, provided that the Company has delivered the Prospectus as supplemented prior to the confirmation of the sale of Underwriter in requisite quantity on a timely basis to permit such Securities to such person)delivery or sending. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for Statement, the registration of Effective Date Prospectus, any Post-Effective Date Preliminary Prospectus, the Securities as originally filed or in any amendment thereof, or in any Preliminary Pricing Prospectus or the 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) 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, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) neither the Company Guarantor nor the Trust will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, the Effective Date Prospectus, any Post-Effective Date Preliminary Prospectus, the Pricing Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company Guarantor or the Trust by or on behalf of any Underwriter through the Representatives Representative specifically for use in connection with the preparation 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 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havetherein.

Indemnification and Contribution. (a) The Company agrees 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 they or any of them may become 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) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus 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 any material fact contained in the Basic Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the Term Sheet, or in any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company 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 any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company Issuers, the Operating Partnership and the General Partner by or on behalf of any Underwriter through the Representatives Representative specifically for use in connection with inclusion therein, it being understood and agreed that the preparation thereof, and (ii) only such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of information furnished by 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 consists of the Prospectus information described as such in subsection (or the Prospectus as supplementedb) 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)below. This indemnity agreement will be in addition to any liability which the Company Issuers, the Operating Partnership and the General Partner may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter from and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability (or any action in respect thereof), joint or several, to which they or any of them such Underwriter may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law 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) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or Prospectus, the Prospectus, the Disclosure Package, the Registration Statement or in Prospectus as amended or supplemented, any amendment thereof Issuer Free Writing Prospectus or supplement theretoany “issuer information” filed or required 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, and agrees to will reimburse each Underwriter promptly after receipt of invoices from such indemnified party Underwriter for any legal or other expenses as reasonably incurred, as incurred, incurred by them 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 loss, claim, damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case such payments will be promptly refunded; provided, however, that (i) the Company 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 any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or the Representatives, on behalf of any Underwriter through the Representatives specifically for use Underwriters, expressly therein (which information is specified in connection with the preparation 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 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personSection 12 hereof). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Upon the effectiveness of the Registration of Applicable Securities pursuant to Section 4.1 or 4.2, the Company agrees to shall indemnify and hold harmless each Underwriter Demanding Stockholder or Participating Stockholder and each person Underwriter or selling agent, and each of their respective officers and directors and each Person who controls any such Demanding Stockholder or Participating Stockholder, Underwriter or selling agent within the meaning of either 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 and all losses, claims, damages or liabilities, joint or several, (or actions in respect thereof) to which they or any of them such Indemnified Person may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of under which such Applicable Securities are registered under the Securities as originally filed Act, or in any Prospectus contained therein or furnished by the Company to any Indemnified Person, or any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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, and the Company hereby agrees to reimburse each such indemnified party Indemnified Person for any reasonable legal or other expenses reasonably incurred, as incurred, incurred by them it in connection with investigating or defending any such loss, claim, damage, damage or liability (or actionaction in respect thereof) as such expenses are incurred; provided, however, that (i) the Company will 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 any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such Registration Statement or Prospectus, or amendment or supplement, 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 through the Representatives specifically Demanding Stockholder or Participating Stockholder expressly for use in connection with the preparation thereof, and therein; (ii) such indemnity with respect to any Preliminary Prospectus the Company shall not inure be liable to the benefit of extent that any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage damage, liability (or liability purchased action or proceeding in respect thereof) or expense arises out of or is based upon (a) the use 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 Person who participates as an Underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such Underwriter within the meaning of the Securities which are Act, to the subject thereof if 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 did not receive Person's failure to send or give a copy of the Prospectus (final prospectus or supplement to the Prospectus as supplemented) excluding documents incorporated therein by reference 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 such Registrable Securities to such person in any case where Person if such delivery is required by the Act and the untrue statement or omission of a material fact contained was timely corrected in such Preliminary Prospectus was corrected in the Prospectus (final prospectus or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havesupplement.

Indemnification and Contribution. (a) The Company agrees to will 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 they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for any part of the registration of the Securities as originally filed or in any amendment thereofstatement when such part became effective, or in any Preliminary Prospectus or the Registration Statement, the Prospectus, or in any amendment thereof 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, ; and agrees to will reimburse each such indemnified party Underwriter, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them it in connection with investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by you, or on behalf of by any Underwriter through the Representatives you specifically for use in connection with the preparation thereof, thereof and provided further that the Company shall not be liable to any Underwriter under the indemnity agreement in this subsection (iia) such indemnity with respect to any Preliminary Prospectus shall not inure preliminary prospectus to the benefit of extent that any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased of such Underwriter results from the fact that such Underwriter sold Securities which are the subject thereof 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 person did not receive sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as supplemented) then amended or supplemented (excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person 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 such Preliminary Prospectus was the preliminary prospectus and corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havethen amended or supplemented.

Indemnification and Contribution. (a) The Company agrees to will (i) indemnify each Holder, each Holder's officers and hold harmless each Underwriter directors, and each person who controls any Underwriter controlling such Holder within the meaning of either Section 15 of the Act or the Exchange Act Securities Act, against any and all lossesexpenses, claims, damages or liabilities, joint or several, to which they or any of them may become 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 and liabilities (or actions in respect thereof) arise including reasonable legal expenses), arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement or prospectus relating to the Registration Statement for the registration of the Securities as originally filed Registrable Shares, 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 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, and agrees to (ii) reimburse each such indemnified party Holder for any all reasonable legal or other expenses reasonably incurred, as incurred, by them incurred in connection with investigating or defending any such lossaction or claim as such expenses are incurred, claimPROVIDED, damage, liability or action; provided, howeverHOWEVER, that (i) the Company 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 on any such untrue statement or alleged untrue statement or omission or alleged omission untrue statement or omission, made therein in reliance upon and in conformity with written information furnished in writing to the Company by such Holder or on behalf underwriter for inclusion therein; and PROVIDED FURTHER, that in the case of a nonunderwritten offering, the Company shall not be liable in any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity case with respect to any Preliminary Prospectus shall not inure preliminary prospectus or preliminary prospectus supplement to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting extent that any such lossexpenses, claimclaims, damage 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 liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference given at or prior to the written confirmation of such sale a copy of the sale of such Securities to such person in any case where prospectus as then amended or supplemented under circumstances were such delivery is required by under the Act 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 in such Preliminary Prospectus it the preliminary prospectus or the preliminary prospectus supplement which was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveprospectus.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each of you and each other Underwriter and each person person, if any, who controls any Underwriter within the meaning of either 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 they or any liabilities and expenses (including reasonable costs of them may become 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 thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement for or the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages, liabilities or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission which has been made therein or omitted therefrom in reliance upon and in conformity with written the information relating to such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically you expressly for use in connection with therewith; provided, however, that the preparation thereof, and indemnification contained in this paragraph (iia) such indemnity with respect to any Preliminary Prepricing Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting on account of any such loss, claim, damage damage, liability or liability purchased expense arising from the Securities which are sale of the subject thereof Shares by such Underwriter to any person if such person did not receive a copy of the Prospectus (shall not have been delivered or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities sent to such person in any case where such delivery is within the time required by the Act and the regulations thereunder, and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such Preliminary Prepricing Prospectus was corrected in the Prospectus (or Prospectus, provided that the Company has delivered the Prospectus as supplemented prior to the confirmation of the sale of several Underwriters in requisite quantity on a timely basis to permit such Securities to such person)delivery or sending. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company Bank agrees to indemnify and hold harmless each Underwriter and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or and under Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, or in any revision or amendment thereof or supplement theretothereto 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, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company 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 any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company Bank by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity therein or any revision or amendment thereof or supplement thereto. The foregoing indemnification with respect to any Preliminary Prospectus 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 Prospectus (as then amended or supplemented if the Bank shall have furnished any amendments or supplements thereto) from whom 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 Certificates to such person asserting any and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability purchased provided that the Securities which are the subject thereof if Bank shall have identified to such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or Underwriter in writing such defect prior to the confirmation of the sale delivery of such Securities to written confirmation by 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities Underwriter to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will 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 they or any of them such Underwriter may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement for when such part became effective, any Preliminary Prospectus, the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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, and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them it in connection with investigating or defending any against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by you, or on behalf of by any Underwriter through the Representatives you, specifically for use in connection with the preparation thereof, 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) from whom to the person asserting extent that any such loss, claim, damage or liability purchased of such Underwriter results from the fact that such Underwriter sold Securities which are to a person as to whom it shall be established that there was not sent or given, at or prior to the subject thereof if written confirmation of such person did not receive sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as supplemented) then amended or supplemented (excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person 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, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in such the Preliminary Prospectus which was corrected in the Prospectus (excluding documents incorporated by reference) or in the Prospectus as then amended or supplemented prior to the confirmation of the sale of such Securities to such person(excluding documents incorporated by reference). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The In the event of any registration of any of the Shares hereunder, the Company agrees 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 Person, if any, who controls each such Selling Holder or any Underwriter such underwriter within the meaning of either the Securities Act or (collectively, the Exchange Act “Covered Persons”) against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which they or any of them such Person may become be subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law 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) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the any related registration of statement filed under the Securities as originally filed Act, any preliminary prospectus or in final prospectus included therein, or any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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, and agrees to the Company will reimburse each such indemnified party Covered Person, as incurred, for any legal or any other expenses reasonably incurred, as incurred, incurred by them such Covered Person in connection with investigating or defending any such loss, claim, damageliability, liability action or actionproceeding; provided, however, that (i) the Company will 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 any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such registration statement, any such preliminary prospectus or final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company after the Separation Date by such Selling Holder or such underwriter specifically for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter through such Covered Person and shall survive the Representatives specifically transfer of such securities by the Selling Holders. In order to provide for use just and equitable contribution to joint liability under the Securities Act in connection with any case in which either (a) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 6, but it is judicially determined (by the preparation thereofentry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case, or (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 aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is 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) such indemnity with respect no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or contribution from 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 entity who was not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale guilty 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havefraudulent misrepresentation.

Indemnification and Contribution. (a) The Company agrees Offerors jointly and severally agree to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the 1933 Act or the Exchange 1934 Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the Exchange 1934 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise 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 arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package or the Final Prospectus, or any amendment or supplement thereof, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company Offerors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by Underwriter Information or on behalf arises out of or is based upon statements in or omissions from that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification of the Trustee (Form T-1) under the 1939 Act of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)Trustee. This indemnity agreement will be in addition to any liability which the Company Offerors may otherwise have.

Indemnification and Contribution. (a) The Company 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration 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, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 the Basic Prospectus or any Preliminary Final Prospectus was corrected in the Final Prospectus (or the Final Prospectus as supplemented prior supplemented) unless the Company has failed to timely furnish to the confirmation Underwriters copies of the sale of such Securities to such person)Final Prospectus in accordance with Section 4(d) hereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company Bank agrees to indemnify and hold harmless each Underwriter and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or and under Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, or in any revision or amendment thereof or supplement theretothereto or any related 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, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company -------- ------- 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 any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company Bank by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity therein or any revision or amendment thereof or supplement thereto. The foregoing indemnification with respect to any Preliminary Prospectus 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 Prospectus (as then amended or supplemented if the Bank shall have furnished any amendments or supplements thereto) from whom 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 Certificates to such person asserting any and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability purchased provided that the Securities which are the subject thereof if Bank shall have identified to such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or Underwriter in writing such defect prior to the confirmation of the sale delivery of such Securities to written confirmation by 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities Underwriter to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each of you and each other Underwriter and each person person, if any, who controls any Underwriter within the meaning of either 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 they or any liabilities and expenses (including reasonable costs of them may become 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 thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement for or the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages, liabilities or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission which has been made therein or omitted therefrom in reliance upon and in conformity with written the information relating to such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically you expressly for use in connection with therewith; provided, however, that the preparation thereof, and indemnification contained in this paragraph (iia) such indemnity with respect to any Preliminary Prepricing Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting on account of any such loss, claim, damage damage, liability or liability purchased expense arising from the Securities which are sale of the subject thereof Shares by such Underwriter to any person if such person did not receive a copy of the Prospectus (shall not have been delivered or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities sent to such person in any case where such delivery is within the time required by the Act and the regulations thereunder, and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such Preliminary Prepricing Prospectus was corrected in the Prospectus (or Prospectus, provided that the Company has delivered the Prospectus as supplemented prior to the confirmation of the sale of several Underwriters in requisite quantity on a timely basis to permit such Securities to such person)delivery or sending. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person person, if any, who controls any Underwriter 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, 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 they such Underwriter, or any of them such controlling person may become subject under the Actsubject, 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 arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, Registration Statement or the Prospectus or in any amendment thereof 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, and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating or defending any such lossaction or claim as such expenses are incurred, claimexcept insofar as such losses, damageclaims, liability damages or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises liabilities arise out of or is are based upon any such untrue statement or alleged untrue statement or omission or alleged omission allegation thereof that has been made therein or omitted therefrom in reliance upon and in conformity with written information relating to such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically expressly for use therein; provided, however, that the indemnification contained in connection with the preparation thereof, and (ii) such indemnity this paragraph with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or of any person controlling such Underwriter) with respect to any action or claim arising from whom the sale of the Shares by such Underwriter brought by any person asserting any who purchased Shares from such loss, claim, damage or liability purchased the Securities which are the subject thereof Underwriter if such person did not receive (i) a copy of the Prospectus (as amended or supplemented if any amendments or supplements thereto shall have been furnished to the Prospectus as supplementedUnderwriter prior to the written confirmation of the sale involved) excluding documents incorporated therein shall not have been given or sent to such person by reference at or on behalf of the Underwriter with or prior to the written confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act involved and (ii) the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (as amended or the Prospectus supplemented if amended or supplemented as supplemented prior to the confirmation of the sale of such Securities to such personaforesaid). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees Bank and the Seller, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or and under Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, or in any revision or amendment thereof or supplement theretothereto or any related 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, and agrees to reimburse each such indemnified party for any legal or other expenses expense reasonably incurred, as incurred, incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) none of the Company Bank or 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 any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company Bank or the Seller by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such therein or any revision or amendment thereof or supplement thereto. The foregoing indemnity with respect to any Preliminary Prospectus 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 Prospectus (as then amended or supplemented if the Bank or the Seller 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, claim, damage or liability purchased provided that the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (Bank or the Prospectus as supplemented) excluding documents incorporated therein by reference at or Seller shall have identified to such Underwriter in writing such defect prior to the confirmation of the sale delivery of such Securities to written confirmation by 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities Underwriter to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its respective affiliates, agents, directors and officers and each person 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 they or any of them may become subject under the Act, the Exchange Act or other Federal 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) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, 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 Prospectusinformation 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 therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other reasonable and documented out-of-pocket expenses reasonably incurred, as such expenses are incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)Information. This indemnity agreement will be in addition to any liability which that 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 agrees to 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 any Underwriter such Covered Holder, such Warrant Holder, if applicable, Underwriter, selling agent or other securities professional within the meaning of either 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 and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of under which such Applicable Securities are to be registered under the Securities as originally filed Act, or in any Prospectus contained therein or furnished by the Company to any Indemnified Person, or 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, and the Company hereby agrees to reimburse each such indemnified party Indemnified Person for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that (i) the Company will 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 any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such Registration Statement or Prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by 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 any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (Company 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 (prospective sellers or Underwriters, or any of their respective Affiliates, directors, officers, employees, agents or controlling Persons and shall survive the Prospectus as supplemented) excluding documents incorporated therein transfer of securities by reference at any Covered Holder or prior to the confirmation of the sale of such Securities to such person in by 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveWarrant Holder, if applicable.

Indemnification and Contribution. (a) The Company 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 they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for or incorporated therein by reference, including the registration information deemed to be a part of the Securities as originally filed or in any amendment thereofRegistration Statement at the time of effectiveness pursuant to Rule 430A, or in if applicable, any Preliminary Prospectus or Prospectus, 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, and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them it in connection with investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) neither the Company will not nor any Subsidiary shall be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, any Preliminary Prospectus, the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Underwriters specifically for use in connection with the preparation thereof; provided further, and (ii) such indemnity with however, that the Company shall not be liable to any Underwriter in respect to of any untrue statement or alleged untrue statement contained in, or omission or alleged omission from, any Preliminary Prospectus shall not inure to the benefit of any Underwriter extent that (i) the Prospectus did not contain such untrue statement or any person controlling such Underwriter) from whom the person asserting any alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage damage, liability or liability purchased action, (ii) the Securities which are Prospectus was not sent or given to the subject thereof if such person did not receive a copy purchaser of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference Notes in question at or prior to the time at which the written 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 Notes was sent or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities given to such person). This indemnity agreement will be in addition , and (iii) the failure to any liability which deliver such Prospectus was not the Company may otherwise haveresult of the Company's non-compliance with its obligations under Section 4(e) hereof.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter Initial Purchaser and each person person, if any, who controls any Underwriter Initial Purchaser within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any liabilities and expenses (including reasonable costs of them may become 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 thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed Preliminary Offering Memorandum or Offering Memorandum or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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 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 agrees in conformity with the information relating to reimburse each such indemnified party Initial Purchaser furnished in writing to the Company by or on behalf of any Initial Purchaser expressly for any legal or other expenses reasonably incurred, as incurred, by them use in connection therewith; provided, however, that the indemnification contained in this paragraph (a) with investigating respect to the Preliminary Offering Memorandum shall not inure to the benefit of any Initial Purchaser (or defending to the benefit of any person controlling any Initial Purchaser) on account of any such loss, claim, damage, liability or action; provided, however, that (i) expense arising from the Company will not be liable in sale of the Debentures by such Initial Purchaser to any such case to person if the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 the Preliminary Prospectus Offering Memorandum was corrected in the Prospectus (Offering Memorandum and such Initial Purchaser sold Debentures to that person without sending or the Prospectus as supplemented giving at or prior to the written confirmation of such sale, a copy of the sale of such Securities Offering Memorandum (as then amended or supplemented) if the Company has previously furnished sufficient copies thereof to such person)the several Initial Purchasers. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company Issuer agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities as originally filed 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) upon any untrue statement or alleged untrue statement of a material fact included in the Base Prospectus, any Preliminary Prospectus, the Disclosure Package, the Final 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 necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished in writing to the Company Issuer by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)inclusion therein. This indemnity agreement will be in addition to any liability which the Company Issuer may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter you and each person who controls any Underwriter 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 you, they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary the Prospectus or the 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, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives you specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to the Prospectus or any Preliminary preliminary Prospectus shall not inure to the benefit of any Underwriter you (or any person controlling such Underwriteryou) from whom the person asserting any such loss, claim, damage or liability purchased the Securities Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities 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 such Preliminary the Prospectus or any preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personsupplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) a. The Company 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration 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, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, 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 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 the Basic Prospectus or any Preliminary Final Prospectus was corrected in the Final Prospectus (or the Final Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personsupplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each of you and each other Underwriter and each person person, if any, who controls any Underwriter within the meaning of either 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 they or any liabilities and expenses (including reasonable costs of them may become 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 thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or in the Registration Statement for or the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages, liabilities or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission which has been made therein or omitted therefrom in reliance upon and in conformity with written the information relating to such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically you expressly for use in connection with therewith; provided, however, that the preparation thereof, and indemnification contained in this paragraph (iia) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting on account of any such loss, claim, damage damage, liability or liability purchased expense arising from the Securities which are sale of the subject thereof Shares by such Underwriter to any person if such person did not receive a copy of the Prospectus (shall not have been delivered or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities sent to such person in any case where such delivery is within the time required by the Act and the regulations thereunder, and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or Prospectus, provided that the Company has delivered the Prospectus as supplemented prior to the confirmation of the sale of several Underwriters in requisite quantity on a timely basis to permit such Securities to such person)delivery or sending. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter the Initial Purchaser and each person person, if any, who controls any Underwriter the Initial Purchaser within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any liabilities and expenses (including reasonable costs of them may become 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 thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed Preliminary Offering Memorandum or in any amendment thereofOffering Memorandum, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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 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 agrees in conformity with the information relating to reimburse each such indemnified party the Initial Purchaser furnished in writing to the Company by or on behalf of the Initial Purchaser expressly for any legal or other expenses reasonably incurred, as incurred, by them use in connection therewith; provided, however, that the indemnification contained in this paragraph (a) with investigating respect to the Preliminary Offering Memorandum shall not inure to the benefit of the Initial Purchaser (or defending to the benefit of any person controlling such Initial Purchaser) on account of any such loss, claim, damage, liability or action; provided, however, that (i) expense arising from the Company will not be liable in sale of the Senior Notes by such Initial Purchaser to any such case to person if the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 the Preliminary Prospectus Offering Memorandum was corrected in the Prospectus (Offering Memorandum and the Initial Purchaser sold Senior Notes to that person without sending or the Prospectus as supplemented giving at or prior to the written confirmation of such sale, a copy of the sale of Offering Memorandum (as then amended or supplemented) if the Company has previously furnished sufficient copies thereof to the Initial Purchaser on a timely basis to permit such Securities to such person)sending or giving. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter of you and each person who controls any Underwriter 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 you, they or any of you or them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary the Prospectus or the 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, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf any of any Underwriter through the Representatives you specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to the Prospectus or any Preliminary preliminary Prospectus shall not inure to the benefit of any Underwriter of you (or any person controlling such Underwriterany of you) from whom the person asserting any such loss, claim, damage or liability purchased the Securities 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 supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities 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, claim, damage or liability results from an untrue statement or omission of a material fact contained in such Preliminary the Prospectus or any preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personsupplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to Transaction Entities, jointly and severally, will indemnify and hold harmless each the 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 they or any of them the Underwriter may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in (A) any Preliminary Prospectus, the Registration Statement for Statement, or the registration of the Securities Prospectus as originally filed amended or supplemented or any amendment or supplement thereto, (B) any Issuer Free Writing Prospectus or in any amendment thereof, or supplement thereto or (C) any Permitted Issuer Information used or referred to in any Preliminary Prospectus “free writing prospectus” (as defined in Rule 405) used or referred to by the Prospectus, or in any amendment thereof or supplement theretoUnderwriter 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 (with respect to the Prospectus, any Preliminary Prospectus and any Issuer Free Writing Prospectus, in light of the circumstances under which they are made) not misleading, and agrees to will reimburse each such indemnified party the Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them the Underwriter in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that (i) none of the Company will not Transaction Entities shall be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in any Preliminary Prospectus, the Registration Statement, any Issuer Free Writing Prospectus and the Prospectus as amended or supplemented or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company Transaction Entities by or on behalf of any the Underwriter through the Representatives specifically expressly for use therein, which information is set forth in connection with the preparation 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 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveExhibit A hereto.

Indemnification and Contribution. (a) The Company agrees to -------------------------------- indemnify and hold harmless each Underwriter of the Underwriters and each person person, if any, who controls any Underwriter within the meaning of either 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 they or any liabilities and expenses (including reasonable costs of them may become 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 thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement for or the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages, liabilities or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission which has been made therein or omitted therefrom in reliance upon and in conformity with written the information relating to such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically expressly for use in connection with therewith; provided, however, that the preparation thereof, and indemnification contained in this paragraph (iia) such indemnity with respect to any Preliminary Prepricing Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting on account of any such loss, claim, damage damage, liability or liability purchased expense arising from the Securities which are sale of the subject thereof Notes by such Underwriter to any person if such person did not receive a copy of the Prospectus (shall not have been delivered or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities sent to such person in any case where such delivery is within the time required by the Act and the regulations thereunder, and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such Preliminary Prepricing Prospectus was corrected in the Prospectus (or Prospectus, provided that the Company has delivered the Prospectus as supplemented prior to the confirmation of the sale of Underwriters in requisite quantity on a timely basis to permit such Securities to such person)delivery or sending. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company 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 damages, liabilities or liabilitiesexpenses (including costs of settlement), joint or several, to which they or any of them such Underwriter 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 damages, liabilities or liabilities expenses (or actions in respect thereof) arise out of or are based upon upon: (i) 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 Statement for the registration of the Securities as originally filed or in any amendment thereofthereto, or in the General Disclosure Package, any Preliminary Prospectus, the Prospectus or the any Issuer-Represented Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package or in any amendment thereof or supplement thereto, or arise out of (B) any application or are 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 therein 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 any Application of a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating investigating, defending against or defending appearing as a third-party witness in connection with any such loss, claim, damage, liability liability, expense or action; provided, however, that (i) the Company will 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 any such an untrue statement or alleged untrue statement or omission or alleged omission made therein 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 any Application in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically expressly for use therein (which information is solely as set forth in connection with Section 1(c) hereof). The Company will not, without the preparation thereofprior written consent of the Representatives of the Underwriters, and (ii) such indemnity with respect to any Preliminary Prospectus which shall not inure be unreasonably withheld, settle or compromise or consent to the benefit entry of any Underwriter 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 person controlling Underwriter is a party to such Underwriter) from whom the person asserting any such loss, claim, damage action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Underwriter from all liability purchased the Securities which are the subject thereof if arising out of such person did not receive a copy of the Prospectus claim, action, suit or proceeding (or the Prospectus as supplemented) excluding documents incorporated therein by reference at related cause of action 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personportion thereof). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company 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 severalseveral (including amounts paid in settlement of any litigation if such settlement is effected with the written consent of the Company), to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary the Basic 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, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to the Basic Prospectus or 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 (as amended or the Prospectus as 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 the Prospectus was corrected in the Prospectus (as amended or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personsupplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees hereby indemnifies, -------------------------------- to indemnify the extent permitted by law, each Qualified Holder, its officers and hold harmless each Underwriter directors, if any, and each person Person, if any, who controls any Underwriter such Qualified Holder within the meaning of either Section 15 of the Act or the Exchange Act Securities Act, against any and all losses, claims, damages damages, liabilities (or liabilitiesproceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, to which they or any of them may become 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 caused by any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for or Prospectus (as amended or supplemented if the registration of the Securities as originally filed Company shall have furnished any amendments or in supplements thereto) or caused by 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, and agrees to reimburse each except insofar as such indemnified party for losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any legal or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement contained in or by any omission or alleged omission made therein from information respecting such Qualified Holder furnished in reliance upon and in conformity with written information furnished writing to the Company by or on behalf of any Underwriter through the Representatives specifically such Qualified Holder expressly for use therein. If the offering pursuant to any Registration Statement provided for under this Section is made through Underwriters, the Company agrees to enter into an underwriting agreement in connection customary form with the preparation thereofsuch Underwriters and to indemnify such Underwriters, their officers and directors, if any, and (ii) each Person, if any, who controls such indemnity with respect to any Preliminary Prospectus shall not inure to Underwriters within the benefit meaning of any Underwriter Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or any person controlling such Underwriterproceedings in respect thereof) from whom the person asserting any such loss, claim, damage or liability purchased and expenses (under the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (Act or the Prospectus as supplemented) excluding documents incorporated therein common law or otherwise), joint or several, caused 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 alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or 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 Preliminary losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information respecting such Underwriters or the participating Qualified Holders furnished in writing to the Company by such Underwriters or the participating Qualified Holders expressly for use therein. In connection with any Registration Statement with respect to Registrable Securities held by a Qualified Holder, each such Qualified Holder will furnish to the Company in writing such information respecting such Qualified Holder as shall be reasonably requested by the Company for use in any such Registration Statement or Prospectus was corrected and will indemnify, to the extent permitted by law, the Company, its officers and directors and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement or Prospectus (or necessary to make the Prospectus as supplemented prior statements therein not misleading, but only to the confirmation extent that such untrue statement is contained in or such omission is from information so furnished in writing by such Qualified Holder expressly for use therein. If the offering pursuant to any such Registration Statement is made through Underwriters, each such Qualified Holder agrees to enter into an underwriting agreement in customary form with such Underwriters, and to indemnify such Underwriters, their officers and directors, if any, and each Person, if any, who controls such Underwriters within the meaning of Section 15 of the sale Securities Act to the same extent as hereinbefore provided with respect to indemnification by such Qualified Holder of the Company. Any Person entitled to indemnification under the provisions of this Section 2.1(e) shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such Securities claim, permit such indemnifying party to assume the defense of such person). This indemnity agreement will claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be in addition subject to any liability for any such settlement made without its consent (which consent shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any Registration Statement provided for under this Section shall so provide. In the Company event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest may otherwise haveexist between such indemnified party and any other of such indemnified parties in respect to such claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a participating Qualified Holder, its officers, directors or any Person, if any, who controls such Qualified Holder as aforesaid, and shall survive the transfer of such securities by such Qualified Holder. If for any reason the foregoing indemnity is unavailable, or is insufficient to hold harmless an indemnified party, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (x) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (y) if the allocation provided by clause (x) above is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. Contributions required to be made by an Underwriter, if any, shall be governed by the terms of the underwriting agreement. Notwithstanding the foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Indemnification and Contribution. (a) The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company agrees to will indemnify and hold harmless the seller of such Registrable Shares, each Underwriter underwriter of such Registrable Shares, and each person other person, if any, who controls any Underwriter such seller or underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they such seller, underwriter or any of them controlling person may become subject under the Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each seller of Registrable Shares, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or other Federal the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state statutory law securities or regulation, at common law Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement for the registration of the Securities as originally filed Statement, or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement theretoto the Registration Statement, or arise 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, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) if the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives such seller, specifically for use in connection with the preparation thereofof such Registration Statement, prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligations of a Stockholder hereunder shall be limited to an amount equal to the proceeds to such Stockholder of Registrable Shares sold as contemplated herein. Each party entitled to indemnification under this Section 6 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; PROVIDED, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (iiwhose approval shall not be unreasonably withheld); and, PROVIDED, FURTHER, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement except to the extent that the Indemnifying Party is adversely affected by such failure. The Indemnified Party may participate in such defense at such party's expense; PROVIDED, HOWEVER, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding; provided further that in no event shall the Indemnifying Party be required to pay the expenses of more than one law firm per jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also shall be responsible for the expenses of such defense if the Indemnifying Party does not elect to assume such defense. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 6 is due in accordance with its terms but for any reason is held to be unavailable to an Indemnified Party in respect to any losses, claims, damages and liabilities referred to herein, then the Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which such party may be subject in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Stockholders 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 fault of the Company and the Stockholders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact related to information supplied by the Company or the Stockholders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph of Section 6, in no case shall any one Stockholder be liable or responsible for any amount in excess of the net proceeds received by such Stockholder from the offering of Registrable Shares; PROVIDED, HOWEVER, that 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 indemnity fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise under this Section. No party shall be liable for contribution with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (action, suit, proceeding 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 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveclaim settled without its written consent.

Indemnification and Contribution. (a) The Company 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration 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, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 the Basic Prospectus or any Preliminary Final Prospectus was corrected in the Final Prospectus (or the Final Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personsupplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person person, if any, who controls any Underwriter within the meaning of either 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 they or any liabilities and expenses (including reasonable legal fees and expenses and reasonable costs of them may become 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 thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement for or the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages, liabilities or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission which has been made therein or omitted therefrom in reliance upon and in conformity with written the information relating to such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically a Representative expressly for use in connection with therewith; provided, however, that the preparation thereof, and indemnification contained in this paragraph (iia) such indemnity with respect to any Preliminary Prepricing Prospectus or the Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting on account of any such loss, claim, damage damage, liability or liability purchased expense arising from the Securities which are sale of the subject thereof Shares by such Underwriter to any person if such person did not receive a copy of the Prepricing Prospectus (or the Prospectus (as then amended or supplemented) excluding documents incorporated therein by reference at shall not have been delivered or prior to the confirmation of the sale of such Securities sent to such person in any case where such delivery is 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 of a material fact contained in such Preliminary Prepricing Prospectus or the Prospectus was corrected in the Prepricing Prospectus (or the Prospectus (as supplemented prior then amended or supplemented), provided that the Company has delivered the Prepricing Prospectus or the Prospectus (as then amended or supplemented) to the confirmation of the sale of several Underwriters in requisite quantity on a timely basis to permit such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havedelivery or sending.

Indemnification and Contribution. (a) The Company agrees 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 they or any of them may become subject under the Act, the Exchange Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities Units as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Disclosure Package, the Prospectus or the Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made (with respect to any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus) not misleading, misleading and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company 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 any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Underwriter through the Representatives Representative specifically for use in connection with inclusion therein, it being understood and agreed that the preparation thereof, and (ii) only such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (information furnished by 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 on behalf of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation Underwriters consists of the sale information described in subsection (b) 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)this Section 8. This indemnity agreement will be in addition to any liability which the Company Partnership Parties may otherwise have.

Indemnification and Contribution. (a) The To the extent permitted by law, the Company agrees to indemnify and hold harmless each Underwriter Initial Purchaser, each Initial Purchaser's employees, agents, officers and directors and each person person, if any, who controls any Underwriter an Initial Purchaser within the meaning of either Section 15 of the Act or the Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which an Initial Purchaser, they or any of you or them may become subject under the Act, the Exchange Act or otherwise, and to reimburse the Initial Purchasers, they or any of you or them, for any legal or other Federal expenses incurred by you or state statutory law or regulation, at common law or otherwisethem 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 any alleged untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for Preliminary Offering Memorandum, the registration of Pricing Disclosure Package, the Securities as originally filed Offering Memorandum or in any amendment thereofSupplemental Written Offering Materials, or if the Company shall furnish or cause to be furnished to the Initial Purchasers any amendments or any 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 Preliminary Prospectus Supplemental Written Offering Materials as so amended or the Prospectus, or in any amendment thereof or supplement thereto, 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, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages, liabilities or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises actions arise out of or is are based upon any such untrue statement or alleged untrue statement or omission, or untrue statement or omission which was made in the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Offering Memorandum or alleged omission made therein 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, in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf the Initial Purchasers expressly for use therein. Each Initial Purchaser agrees promptly after its receipt of written notice of the commencement of any Underwriter through action in respect to which indemnity from the Representatives specifically Company 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 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 to such controlling person otherwise than on account of the indemnity agreement contained in this Section 7(a). In case any such action shall be brought against an Initial Purchaser or any such controlling person and an Initial Purchaser shall notify the Company of the commencement thereof, as above provided, the Company shall be entitled to participate in, and, to the extent 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 use 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 preparation thereofsame 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 (ii) such indemnity with respect to plus any Preliminary Prospectus shall not inure to local counsel retained by the benefit of Initial Purchasers or any Underwriter controlling person in their reasonable judgment), which firm (or any person controlling such Underwriterfirms) 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 supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person shall be designated in any case where such delivery is required writing by the Act and the untrue statement Initial Purchasers or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such any controlling person). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company Depositor agrees to indemnify and hold harmless each Underwriter the Underwriters and each person person, if any, who controls any an Underwriter within the meaning of either Section 15 of the Securities Act or the Exchange Act from and against any and all lossesloss, 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 they the Underwriters or any of them such controlling persons may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, or in 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, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment thereof or supplement thereto, or (iv) the omission or alleged omission to state in the Prospectus or any amendment thereof or supplement thereto a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and agrees to shall reimburse the Underwriters and each such indemnified party controlling person promptly upon demand for any legal or other expenses reasonably incurred, as incurred, incurred by them the Underwriters or such controlling persons in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the 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 Company 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 any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to from any Preliminary Prospectus shall that was eliminated or remedied in the Prospectus, if a copy of the Prospectus was not inure sent or given with or prior to the benefit written confirmation of the sale of any Underwriter (or any person controlling such Underwriter) from whom Security to the person asserting any such the loss, claim, damage or liability purchased the Securities which are the subject thereof liability, if such person did not receive a copy of the Prospectus (or the Prospectus as 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)Act. This The foregoing indemnity agreement will be is in addition to any liability which the Company Depositor may otherwise havehave to the Underwriters or any controlling person of an Underwriter.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter you and each person who controls any Underwriter 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 they you or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration 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 therein, in light of the circumstances under which they were made, not misleading, and agrees agree to reimburse you and each such indemnified party controlling person for any legal or other expenses reasonably incurred, as incurred, incurred by them you or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the i)Ethe Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives you specifically for use in connection with the preparation thereof, and (ii) such ii)Esuch indemnity with respect to any Preliminary Prospectus shall not inure to your benefit (or to the benefit of any Underwriter (or any person controlling such Underwriteryou) from whom if 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) ), excluding documents incorporated therein by reference 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personamended or supplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company 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 any Underwriter each of you within the meaning of either the Act or the Exchange Act against any and all losses, losses claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities Notes as originally filed or in any amendment thereof, or in any Preliminary the Prospectus or the 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, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf either of any Underwriter through the Representatives you specifically for use in connection with the preparation thereofinclusion therein; provided, and (ii) further that such indemnity with respect to any Preliminary preliminary Prospectus or Prospectus Supplement shall not inure to your benefit (or to the benefit of any Underwriter (or any person controlling such Underwriteryou) from whom if the person asserting any such loss, claim, damage or liability purchased the Securities securities which are the subject thereof if such person did not receive a copy of the final Prospectus or Pricing Supplement (or the Prospectus as supplemented) any amendments thereof or supplements thereto), excluding documents incorporated therein by reference 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 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 relating to the Agents set forth in the second and sixth paragraphs under the caption "Plan of Distribution," each as contained in the Prospectus as supplemented prior Supplement, constitute the only information furnished in writing by either of you for inclusion in the documents referred to in the confirmation of foregoing indemnity or in the sale of indemnity contained in Section 8(b) below, and you confirm that such Securities to such person)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 agrees 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 they or any of them may become 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) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus 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 any material fact contained in the Basic Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the Term Sheet, or in any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company 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 any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company Issuers, the Operating Partnership and the General Partner by or on behalf of any Underwriter through the Representatives specifically for use in connection with inclusion therein, it being understood and agreed that the preparation thereof, and (ii) only such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of information furnished by 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 consists of the Prospectus information described as such in subsection (or the Prospectus as supplementedb) 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)below. This indemnity agreement will be in addition to any liability which the Company Issuers, the Operating Partnership and the General Partner may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary 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, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any the Underwriter through the Representatives specifically for use in connection with the preparation thereof, 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 Prospectus Final Prospectus, as amended or supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such 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 such the Basic Prospectus or any Preliminary Final Prospectus was corrected in the Final Prospectus (or the Prospectus Final Prospectus, as supplemented prior to the confirmation of the sale of such Securities to such personamended or supplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person who controls any 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary 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 therein, in light of the circumstances under which they were made, not misleading, and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein (A) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof or (B) in any Current Report or any amendment or supplement thereof, and 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 any Preliminary 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, provided that the 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 such Preliminary the Base Prospectus was corrected in the Final Prospectus (or the Final Prospectus as supplemented 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 such 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 Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each the Underwriter and each person person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages damages, liabilities or liabilities, joint or several, to which they or any expenses (including reasonable costs of them may become 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 thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or in the Registration Statement for or the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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 expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement based upon information relating to the Underwriter in the last paragraph on the front cover of the Prospectus, under the heading "Common Stock Prices and agrees Market for Our Common Stock" in the section of the Prospectus entitled "Common Stock Prices and Dividends" and in the section of the Prospectus entitled "Underwriting" that was made in reliance upon and conformity with information furnished to reimburse each such indemnified party the Company by or on behalf of the Underwriter expressly for any legal or other expenses reasonably incurred, as incurred, by them use in connection therewith; provided that the indemnification contained in this paragraph with investigating respect to any preliminary prospectus shall not inure to the benefit of the Underwriter (or defending any person controlling the Underwriter) on account of any such loss, claim, damage, liability or action; provided, however, that (i) expense arising from the Company will sale of the Shares by the Underwriter to any person if a copy of the Prospectus shall not be liable in any have been delivered or sent to such case person with or prior to the extent that written confirmation of the sale involved (or any supplement to the Prospectus at the time of such confirmation was not so delivered or sent) and the statement or omission giving rise to such loss, claim, damage damage, liability or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 expense was contained in such Preliminary Prospectus was the preliminary prospectus and corrected in the Prospectus (or any supplement thereto at the Prospectus as supplemented prior to the time such confirmation of the sale of such Securities to such personwas delivered or sent). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees 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 and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act Holder thereof against any and all losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, to which they or any of them such Holder may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law 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 any an untrue statement or alleged untrue statement of a any material fact contained contained, on the effective date thereof, in the Registration Statement for the any registration of statement under which such securities were registered under the Securities as originally filed Act, any preliminary prospectus or in final prospectus contained therein, or 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, and agrees to will reimburse each such indemnified party Holder for any legal or any other expenses reasonably incurred, as incurred, incurred by them such Holder in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, -------- however, that (i) the Company will 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 any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such registration statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company Seller by such Holder or an underwriter on behalf of any Underwriter through the Representatives specifically such Holder expressly for use in connection with therein; and provided further that the preparation thereof, and (ii) such foregoing -------- ------- indemnity agreement with respect to any Preliminary Prospectus prospectus shall not inure to the benefit of any Underwriter (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 any person controlling given by or on behalf of the Holder to the purchaser of the Common Stock who has asserted a claim, if required by law to have been so delivered, at or prior to the written confirmation of the sale of Common Stock to such Underwriter) from whom person, and if a prospectus would have cured the person asserting any defect giving rise to 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 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise have.liability;

Indemnification and Contribution. (a) The In the event of any registration of any Eligible Securities hereunder, the Company agrees will enter into customary indemnification arrangements to indemnify and hold harmless each Underwriter Investor who exercises his registration rights hereunder and, to the extent applicable, its directors and officers, its partners, its trustees and each person Person who controls any Underwriter of such Persons, each Person who participates as an underwriter in the offering or sale of such securities, and each Person, if any, who controls such underwriter within the meaning of either the Act or the Exchange Securities Act against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which they or any of them such Person may become be subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law 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) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the any registration of statement under which such securities were registered under the Securities as originally filed Act, any preliminary prospectus or in final prospectus included therein, or any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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, and agrees to the Company will promptly reimburse each such indemnified party Person for any legal or any other expenses reasonably incurred, as incurred, incurred by them such Person in connection with investigating or defending any such loss, claim, damage, liability liability, action or actionproceeding; provided, however, provided that (i) the Company will 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 expenses arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such registration statement, any such preliminary prospectus or final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Selling Investors or such underwriter expressly for use in the registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Investors or any Underwriter through such Person and shall survive the Representatives specifically transfer of such securities by the Investors. The Company also shall agree to provide provision for use contribution as shall be reasonably requested by the investors or any underwriters in connection with the preparation thereof, and (ii) circumstances where 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 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveheld unenforceable.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter of you and each person who controls any other 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 they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement for Statement, the registration of Prospectus and any other prospectus relating to the Securities as originally filed Securities, 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, and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that (i) the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in any Preliminary Prospectus, any Prospectus Supplement, the Registration Statement, the Prospectus and any other prospectus relating to the Securities, or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter of Securities through the Representatives specifically expressly for use in connection with the preparation thereofProspectus relating to such Securities, and (ii) such indemnity provided, further, that with respect to any such untrue statement in or omission from the Preliminary Prospectus Prospectus, the indemnity agreement contained in this Section 7(a) shall not inure to the benefit of any an Underwriter (or any person controlling such Underwriter) from whom to the extent that the sale to the person asserting any such loss, claim, damage damage, liability or action was an initial resale by such Underwriter and any such loss, claim, damage, liability purchased or action of or with respect to such Underwriter results from the Securities which are fact that both (A) to the subject thereof if such person did not receive extent required by applicable law, a copy of the Prospectus (was not sent or the Prospectus as supplemented) excluding documents incorporated therein by reference given to such person at or prior to the written confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and (B) the untrue statement in or omission of a material fact contained in such from the Preliminary Prospectus was corrected in the Prospectus (or unless, in either case, such failure to deliver the Prospectus as supplemented prior to was a result of non-compliance by the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveCompany.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter of you and each person who controls any Underwriter 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 they or any of you or them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary the Prospectus or the 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, and agrees to reimburse each such indemnified party party, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives such of you specifically for use in connection with therein or arises out of or is based on the preparation thereof, Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee and (ii) such indemnity with respect to the Prospectus, in the form included in the registration statement as filed, any Preliminary Prospectus or any preliminary Prospectus Supplement shall not inure to the benefit of any Underwriter Agent (or any person controlling such UnderwriterAgent) from whom through which the person asserting any such loss, claim, damage or liability purchased the Securities 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 Securities 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 such the Prospectus, in the form included in the registration statement as filed, any Preliminary Prospectus or any preliminary Prospectus Supplement was corrected in the Prospectus Supplement (or the Prospectus Supplement as supplemented prior to the confirmation of the sale of such Securities to such personamended or supplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will 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 they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofstatement when it became effective, or in any Preliminary Prospectus or the Registration Statement, the Prospectus, or in any amendment thereof 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, ; and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them it in connection with investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter underwriter through the Representatives you, specifically for use in connection with the preparation thereof, ; and provided further that the indemnification contained in this paragraph (iia) such indemnity with respect to any Preliminary Prospectus preliminary prospectus, the prospectus or any preliminary 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 on account of any such loss, claim, damage damage, liability or liability purchased expense arising from the sale of the Securities which are the subject thereof by such Underwriter to any person if such person did not receive a copy of the Prospectus (shall not have been delivered or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities sent to such person in any case where such delivery is 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 such Preliminary Prospectus preliminary prospectus, prospectus or preliminary prospectus supplement was corrected in the Prospectus (or Prospectus, provided that the Company has delivered the Prospectus as supplemented prior to the confirmation of the sale of several Underwriters in requisite quantity on a timely basis to permit such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havedelivery or sending.

Indemnification and Contribution. (a) The Company agrees to 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 any Underwriter such Investor or underwriter within the meaning of either 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 and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the any Registration 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 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 arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company hereby agrees to reimburse each such indemnified party Indemnified Person for any all reasonable legal or and other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as and when such expenses are incurred; provided, however, that (i) the Company will 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 any such (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission made therein from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically such Indemnified Person expressly for use in connection with the preparation thereof, and therein or (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to in 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 case of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation occurrence of an event of the sale type specified in Section 3(e), the use by the Indemnified Person of such Securities an outdated or defective Prospectus after the Company has provided to such person in any case where Indemnified Person written notice that such delivery Prospectus is required by the Act and the untrue statement outdated or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havedefective.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter you, your directors, officers, employees and agents and each person who controls any Underwriter you within the meaning of either the Act or the Exchange Act against any and all losses, losses claims, damages or liabilities, joint or several, to which you or they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities Notes as originally filed or in any amendment thereof, or in any Preliminary the Prospectus or the 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, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives you specifically for use in connection with the preparation thereofinclusion therein; provided, and (ii) further that such indemnity with respect to any Preliminary preliminary Prospectus or Prospectus Supplement shall not inure to your benefit (or to the benefit of any Underwriter (or any person controlling such Underwriteryou) from whom if the person asserting any such loss, claim, damage or liability purchased the Securities securities which are the subject thereof if such person did not receive a copy of the final Prospectus or Pricing Supplement (or the Prospectus as supplemented) any amendments thereof or supplements thereto), excluding documents incorporated therein by reference 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 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 relating to the Agent set forth in the second and sixth paragraphs under the caption "Plan of Distribution," each as contained in the Prospectus as supplemented prior Supplement, constitute the only information furnished in writing by you for inclusion in the documents referred to in the confirmation of foregoing indemnity or in the sale of indemnity contained in Section 8(b) below, and you confirm that such Securities to such person)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 agrees to 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 any Underwriter such Investor or underwriter within the meaning of either 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 and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the any Registration 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 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 arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company hereby agrees to reimburse each such indemnified party Indemnified Person for any all reasonable legal or and other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as and when such expenses are incurred; provided, however, that (i) the Company will 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 any such (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission made therein from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically such Indemnified Person expressly for use in connection with the preparation thereof, and therein or (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to in 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 case of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation occurrence of an event of the sale type specified in Section 3(e), the use by the Indemnified Person of such Securities an outdated or defective Prospectus after the Company has provided to such person in any case where Indemnified Person written notice that such delivery Prospectus is required by the Act and the untrue statement outdated or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havedefective.

Indemnification and Contribution. (a) The Company agrees to IBC will indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act Company against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter or any of them the Company, as the case may be, may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any breach of any representation, warranty, agreement or covenant of IBC herein contained or any untrue statement or alleged untrue statement of a material fact contained in the IBC Information, the IBC Registration Statement for Statement, any Preliminary IBC Prospectus, the registration of the Securities as originally filed IBC Prospectus 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, and agrees to will reimburse each such indemnified party Underwriter or the Company for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company will IBC shall not be liable in any such case (i) to any Underwriter or the Company 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 of such documents in reliance upon and in conformity with written information furnished to IBC by or on behalf of any Underwriter or the Company specifically for use therein, unless such loss, claim, damage or liability arises out of the offer or sale of SAILS occurring after any Underwriter or the Company, as the case may be, has notified IBC in writing that such information should no longer be used therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in subsection (h) below and that the only such information provided by the Company consists of information described in subsection (j) below or (ii) to any Underwriter if (A) 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 of such documents, (B) such untrue statement or alleged untrue statement or omission or alleged omission made therein is corrected in reliance upon and in conformity with written information furnished any amendment or supplement to the Company IBC Registration Statement or the IBC Prospectus, (C) IBC shall have performed each of its obligations under Section 6 in respect of such amendment or supplement and (D) to the extent that a prospectus relating to such SAILS was required to be delivered by such Underwriter under the Act, such Underwriter, having been furnished by or on behalf of any Underwriter through IBC with copies of the Representatives specifically for use in connection IBC Prospectus as so amended or supplemented, thereafter fails to deliver such amended or supplemented IBC Prospectus prior to or concurrently with the preparation thereof, and (ii) such indemnity with respect sale of SAILS 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 damage, or liability who purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplementedSAILS from such Underwriter. The indemnification provided for in this Section 10(a) 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will shall be in addition to any liability liabilities which IBC may otherwise have and shall extend upon the same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls any Underwriter or the Company may otherwise havewithin the meaning of the Act.

Indemnification and Contribution. (a) The Company 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus 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 arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Final Prospectus if used within the period set forth in Section 4(d), or any amendment or supplement thereof, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, or arises out of or is based upon statements in or omissions from that part of the Registration Statement that shall constitute the Statement of Eligibility and Qualification of the Trustee (Form T-1) under the 1939 Act of either of the Trustees, 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 that 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 such the Basic Prospectus or any Preliminary Final Prospectus was corrected in the Final Prospectus (or the Final Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personamended or supplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each any Underwriter and each person who controls any 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary 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 therein, in light of the circumstances under which they were made, not misleading, and agrees agree to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein (A) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for use in connection with the preparation thereof or (B) in any Current Report or any amendment or supplement thereof, and 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 any Preliminary 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 case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary the Basic Prospectus was corrected in the Final Prospectus (or the Final Prospectus as supplemented 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, prior to the time of confirmation of the sale of such 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 Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any of them may become subject under the 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 and judgments caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for or the registration of Prospectus (as amended or supplemented if the Securities as originally filed Company will have furnished any amendments or in any amendment thereof, supplements thereto) or in any Preliminary Prospectus or the Prospectus, or in caused by 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, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages, liabilities or other expenses reasonably incurred, as incurred, judgments are caused by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission made therein based upon information relating to any Underwriters furnished in reliance upon and in conformity with written information furnished writing to the Company by or on behalf of any Underwriter through the Representatives specifically expressly for use in connection with the preparation thereoftherein, and (ii) such indemnity except further that the Company will not be liable with respect to any losses, claims, damages, liabilities or judgments arising out of or based on any untrue statements or alleged untrue statement or omission or alleged omission to state a material fact in any Preliminary Prospectus shall not inure to which is corrected in the benefit of any Underwriter (or any person controlling such Underwriter) from whom Prospectus if the person or entity asserting any such loss, claim, damage damage, liability or liability judgment purchased the Debt Securities which are the subject thereof if from such person did Underwriter, but was not receive sent or given a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the written confirmation of the sale of such Debt Securities to such person or entity 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, claim, damage, liability or judgment of such Underwriter results from an untrue statement or omission of a material fact contained in such the Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveProspectus.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter Initial Purchaser and each person person, if any, who controls any Underwriter Initial Purchaser within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any liabilities and expenses (including reasonable costs of them may become 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 thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed Preliminary Offering Memorandum or Offering Memorandum or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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 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 agrees in conformity with the information relating to reimburse each such indemnified party Initial Purchaser furnished in writing to the Company by or on behalf of such Initial Purchaser expressly for any legal or other expenses reasonably incurred, as incurred, by them use in connection therewith; provided, however, that the indemnification contained in this paragraph (a) with investigating respect to the Preliminary Offering Memorandum shall not inure to the benefit of any Initial Purchaser (or defending to the benefit of any person controlling any Initial Purchaser) on account of any such loss, claim, damage, liability or action; provided, however, that (i) expense arising from the Company will not be liable in sale of the Notes by such Initial Purchaser to any such case to person if the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 the Preliminary Prospectus Offering Memorandum was corrected in the Prospectus (Offering Memorandum and such Initial Purchaser sold Notes to that person without sending or the Prospectus as supplemented giving at or prior to the written confirmation of such sale, a copy of the sale of such Securities Offering Memorandum (as then amended or supplemented) if the Company has previously furnished sufficient copies thereof to such person)Initial Purchaser. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the any part of a Registration 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, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personsupplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will 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 they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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, and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company 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 any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representatives, if any, specifically for use in connection with the preparation thereof, therein and (ii) to any Underwriter (or anyone controlling such indemnity Underwriter), with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (preliminary prospectus or any person controlling such Underwriter) preliminary prospectus supplement, from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof Securities, if such person did not receive a copy of the Prospectus (as then amended or supplemented if the Prospectus as supplementedCompany shall have furnished any amendment or supplements thereto) excluding documents incorporated therein was not delivered by reference or on behalf of such Underwriter to such person, if required by law to have been so delivered, at or prior to the written 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition , and if the Prospectus (as so amended and supplemented) would have cured the defect giving rise to any liability which the Company may otherwise havesuch loss, claim, damage or liability.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter the Underwriters, and each person person, if any, who controls any Underwriter the Underwriters within the meaning of either the Securities Act or and the Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them the Underwriters may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, claims damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed (or in any amendment thereto), including any information deemed to be a part thereof, or in the Preliminary Prospectus, any Preliminary Prospectus Issuer Free Writing Prospectus, the Disclosure Package 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, and agrees to will reimburse each such indemnified party the Underwriters for any legal or other expenses reasonably incurred, as incurred, incurred by them 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 lossaction or claims as such expenses are incurred, claim, damage, liability or action; provided, however, that (i) the Company will 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 any such untrue statement or alleged an untrue statement or omission made in the Registration Statement (or alleged omission made therein any amendment thereto), including any information deemed to be a part thereof, or the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter the Underwriters through the Representatives specifically Representative expressly for use in connection with the preparation 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 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havetherein.

Indemnification and Contribution. (a) The (i) In connection with any Registration Statement, the Company 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 Underwriter 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary preliminary Prospectus or the Prospectus, 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 therein, in light of the circumstances in which they were made, not misleading, and agrees agree to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (A) any such untrue statement or alleged untrue statement or omission or alleged omission made 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 through the Representatives such Holder specifically for inclusion therein, (B) use of a Registration Statement or the related Prospectus during a period when a stop order has been issued in connection with the preparation thereof, and (ii) respect of such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (Registration Statement or any person controlling proceedings for that purpose have been initiated or use of a Prospectus when use of such UnderwriterProspectus 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) from whom if the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did Holder is required to but does not receive deliver a copy of the Prospectus (or the Prospectus as 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)then current Prospectus. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter Underwriter, and each person person, if any, who controls any Underwriter within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter or any of them controlling person may become subject under the Act, the Exchange Securities 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 in whole or in part upon: (i) 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 for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus, or any amendment or supplement thereto or (B) in any amendment 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 supplement thereto, or arise out of or are based upon (iv) the omission or alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or Final Prospectus or any amendment or supplement thereto, or any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each Underwriter and each such indemnified party controlling person for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage damage, or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, the Preliminary Prospectus, the Effective Prospectus or Final Prospectus or such amendment or such supplement thereto, or any Blue Sky Application in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein (it being understood that the only information so provided by the Underwriters is the information included in connection with the preparation thereof, last paragraph on the cover page and (ii) such indemnity with respect to under the caption "Underwriting" in 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 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 Final Prospectus was corrected in and the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personEffective Prospectus). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees Offerors jointly and severally agree to defend, 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 they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any breach of any representation, warranty, agreement or covenant of the Company or the Trust herein contained or any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or Prospectus, 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 therein, in light of the circumstances in which they were made, not misleading, ; and agrees to reimburse each such indemnified party Underwriter subject to subsection (d) for any legal or other expenses reasonably incurred, as incurred, incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will Offerors shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, such Preliminary Prospectus or the Prospectus, or any such amendment or supplement, in reliance upon and in conformity in all material respects with written information furnished with respect to the Company any Underwriters by or on behalf of any such Underwriter through the Representatives specifically expressly for use in the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, provided that such written information or omissions only pertain to disclosures in the Registration Statement, any preliminary Prospectus or the Prospectus or any amendment or supplement thereto directly relating to the transactions effected by the Underwriters in connection with the preparation thereofthis offering, and (ii) such provided further that the foregoing indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom if such untrue statement or omission or alleged untrue statement or omission made in any Preliminary Prospectus is eliminated or remedied in the Prospectus and a copy of the Prospectus has not been furnished to 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 supplemented) excluding documents incorporated therein by reference at or prior to the written 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Preferred Securities to such person). The indemnity agreement in this Section 7(a) shall extend upon the same terms and conditions to, and shall inure to the benefit of each person, if any, who controls any Underwriter within the meaning of the Act. This indemnity agreement will shall be in addition to any liability liabilities which the Company Offerors may otherwise have.

Indemnification and Contribution. (a) The Company 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, expenses, damages or liabilities, joint or several, to which they or any of them may become 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 any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for or Prospectus (as amended or supplemented if the registration of the Securities as originally filed Company shall have furnished any amendments or in supplements thereto) or any amendment thereof, or in any Preliminary Basic Prospectus or the Prospectus, or in any amendment thereof or supplement theretopreliminary 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 therein, in the light of the circumstances in which they were made, not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, damage liability or action; providedPROVIDED, howeverHOWEVER, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Managers specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary 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 Prospectus as supplementedCompany shall have furnished any amendments or supplements thereto) excluding documents incorporated therein by reference 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 Preliminary Basic Prospectus or preliminary prospectus was corrected in the Prospectus (as so amended or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personsupplemented). This indemnity agreement will be is in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company 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 they or any of them such Underwriter may become subject (including, without limitation, in its capacity as an Underwriter or as a "qualified independent underwriter" within the meaning of Schedule E of the Bylaws of the NASD), under the Act, the Exchange Act or other Federal otherwise, specifically including, but not limited to, losses, claims, damages or state statutory law or regulation, at common law or otherwiseliabilities, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of the Company herein contained, (ii) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, amendments or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement supplements 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, in light of the circumstances under which they were made, not misleading, or (iii) any untrue statement or alleged untrue statement of any material fact contained in any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will 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 any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, such Preliminary Prospectus or the Prospectus, or any such amendment or supplement thereto, in reliance upon upon, and in conformity with with, written information relating to any Underwriter furnished to the Company by such Underwriter, directly or on behalf of any Underwriter through the Representatives you, specifically for use in connection with the preparation thereofthereof and, and (iiprovided further, that the indemnity agreement provided in this Section 7(a) 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 losslosses, claimclaims, damage damages, liabilities or liability actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased the Securities which are the subject thereof Securities, if such person did not receive a copy of the Prospectus (in which such untrue statement or the Prospectus as supplemented) excluding documents incorporated therein by reference at alleged untrue statement or prior to the confirmation of the sale of such Securities omission or alleged omission was corrected had not been sent or given to such person in any case where such delivery is within the time required by the Act and the untrue statement or omission Rules and Regulations, unless such failure is the result of a material fact contained noncompliance by the Company with Section 4(d) hereof. The indemnity agreement in such Preliminary Prospectus was corrected in this Section 7(a) shall extend upon the Prospectus (same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls any Underwriter within the meaning of the Act or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)Exchange Act. This indemnity agreement will shall be in addition to any liability liabilities which the Company may 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 agrees to will indemnify and hold harmless and pay and reimburse, each Underwriter Investor selling such Registrable Securities thereunder, and each person other person, if any, who controls any Underwriter such Investor within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which they such Investor or any of them controlling person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of statement under which such Registrable Securities were registered under the Securities as originally filed Act pursuant hereto or in any preliminary prospectus or final prospectus contained therein, or any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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 any violation or alleged violation of the Securities Act or any state securities or blue sky laws and agrees to will reimburse each such indemnified party Investor and controlling person for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company 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 any such the Company's reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in conformity with written information furnished to by any such Investor or any such controlling person (whether or not the Company by Investor or on behalf of any Underwriter through controlling person asserting the Representatives claims for indemnification) in writing specifically for use in connection with the preparation 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 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 registration statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveprospectus.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter of you and each person other Manager and each person, if any, who controls any Underwriter Manager within the meaning of either 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 they or any liabilities and expenses (including reasonable costs of them may become 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 thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any International Prepricing Prospectus or in the Registration Statement for or the registration of the Securities as originally filed International Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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 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 agrees in conformity with the information relating to reimburse each such indemnified party Manager furnished in writing to the Company by any Manager through the Lead Managers expressly for any legal or other expenses reasonably incurred, as incurred, by them use in connection therewith; provided, however, that the indemnification contained in this paragraph (a) with investigating respect to any International Prepricing Prospectus shall not inure to the benefit of any Manager (or defending to the benefit of any person controlling such Manager) on account of any such loss, claim, damage, liability or action; providedexpense 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 sent to such person within the time required by the Act and the regulations thereunder, however, that (i) and the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 International Prepricing Prospectus was corrected in the International Prospectus, provided that the Company has delivered the International Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of several Managers in requisite quantity on a timely basis to permit such Securities to such person)delivery or sending. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company 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 they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus 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, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as such expenses are incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the 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 addition to any liability which that the Company may otherwise have.

Indemnification and Contribution. (a) 7.1 The Company agrees and GMACCM, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934 (the "Exchange Act"), from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become 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 and liabilities (or actions in respect thereof) arise out of or are based upon caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities Underwritten Certificates as originally filed or in any amendment thereofthereof or other filing incorporated by reference therein, or in any Preliminary the Prospectus or incorporated by reference therein (if used within the Prospectusperiod set forth in Section 5.3 hereof and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or in any amendment thereof or supplement theretothe Diskette, 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 therein, in light of the circumstances under which they were made, 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 any information with respect to which the Underwriters have agreed to indemnify the Company pursuant to Section 7.2; provided that the Company and agrees to reimburse each such indemnified party GMACCM will be liable for any legal or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, damage or liability that arises out of or action; provided, however, is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein relating to the Mortgage Loan Seller Information or Pool Information only if and to the extent that (i) any such untrue statement is with respect to information regarding the Company GMACCM Mortgage Loans or the Warehouse Mortgage Loans contained in the Loan Detail or, to the extent consistent with Annex A to the Prospectus Supplement, the Diskette, or (ii) any such untrue statement or alleged untrue statement or omission or alleged omission is with respect to information regarding any or all of the Mortgage Loan Sellers or any or all of the Mortgage Loans contained in the Prospectus Supplement under the headings "Summary of Series 2000-C3 Transaction-The Mortgage Pool," "-Geographic Concentrations of the Mortgaged Properties," "-Property Types," "-Prepayment or Call Protection Provided by the Mortgage Loans," "-Payment Terms of the Mortgage Loans," "Risk Factors" and/or "Description of the Mortgage Pool," or on Annex A to the Prospectus Supplement (exclusive of the Loan Detail) and such information represents a restatement or aggregation of information contained in the Loan Detail, or (iii) any such untrue statement or alleged untrue statement or omission or alleged omission is with respect to information regarding GMACCM or the GMACCM Mortgage Loans or the Warehouse Mortgage Loans contained in the Prospectus Supplement under the headings "Summary of Series 2000-C3 Transaction-The Mortgage Pool," "Risk Factors" and/or "Description of the Mortgage Pool" or on Annex A to the Prospectus Supplement (exclusive of the Loan Detail), and such information does not represent a restatement or aggregation of information contained in the Loan Detail; and provided that none of the Company, GMACCM or any Underwriter will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein relating to the Excluded Information, or any information included in reliance upon Computational Materials or ABS Term Sheets that have been superseded by revised Computational Materials or ABS Terms Sheets (any such information, the "Excluded Pool Information") provided that such Underwriter has complied with its obligation to circulate revised Computational Materials and ABS Terms Sheets in conformity accordance with written information furnished Section 4.2(e) and has delivered them to the Company by or on behalf no later than one (1) Business Day after delivery to investors; provided, however, that each of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, Company and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure GMACCM will be liable to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting extent any such loss, claim, damage or liability purchased is caused by errors in the Securities which are the subject thereof if such person did not receive a copy portion of the Prospectus (Pool Information relating to the GMACCM Mortgage Loans or the Prospectus as 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 was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveWarehouse Mortgage Loans.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter you and each person other Manager and each person, if any, who controls any Underwriter Manager within the meaning of either 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 they or any liabilities and expenses (including reasonable costs of them may become 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 thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any International Prepricing Prospectus or in the Registration Statement for or the registration of the Securities as originally filed International Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof 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 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 agrees in conformity with the information relating to reimburse each such indemnified party Manager furnished in writing to the Company by or on behalf of any Manager through you expressly for any legal or other expenses reasonably incurred, as incurred, by them use in connection therewith; provided, however, that the indemnification contained in this paragraph (a) with investigating respect to any International Prepricing Prospectus shall not inure to the benefit of any Manager (or defending to the benefit of any person controlling such Manager) on account of any such loss, claim, damage, liability or action; providedexpense 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 sent to such person within the time required by the Act and the regulations thereunder, however, that (i) and the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation 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 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 International Prepricing Prospectus was corrected in the International Prospectus, provided that the Company has delivered the International Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of several Managers in requisite quantity on a timely basis to permit such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havedelivery or sending.

Indemnification and Contribution. (a) The Company agrees to Bank will 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 they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or any related Preliminary Prospectus or Series Term Sheet, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company 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 any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company Bank by or on behalf of any Underwriter through the Representatives you specifically for use in connection with the preparation thereof, therein and (ii) such indemnity with respect to any Preliminary the 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 Certificates which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities 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 such any Preliminary Prospectus or Series Term Sheet was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personsupplemented). This indemnity agreement will be in addition to any liability which the Company Bank may otherwise have.