Common use of Each of St Clause in Contracts

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

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

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

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