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 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 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 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 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 inclusion in connection with the preparation Registration Statement or Final Prospectus or any amendment or supplement thereof, or arises out of or is based upon statements in or omissions from that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification of the Trustee (Form T-1) under the Trust Indenture Act of the Trustee, and (ii) such indemnity with respect to any Preliminary the Basic Prospectus or the 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 Preliminary 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 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 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 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 which 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 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 the Underwriters, the directors, officers, employees, affiliates and agents of each Underwriter and each person person, if any, who controls any Underwriter of the Underwriters 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 and liabilities (including without limitation the reasonable and documented legal fees and other expenses incurred in connection with any suit, action or liabilities, joint or several, to which they proceeding 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 claim asserted) caused by (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 caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any Preliminary untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package (or any part thereof) (taken together with the underwriting commissions and net proceeds set forth in the Final Prospectus), any Issuer Free Writing Prospectus or the ProspectusFinal Prospectus (or any amendment or supplement thereto if the Company shall have filed or 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 therein, in light of the circumstances under which they were made, not misleading, and agrees to reimburse each except insofar as such indemnified party for losses, claims, damages or liabilities 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 omission or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information relating to any of the Underwriters furnished to the Company in writing by the Underwriters through you expressly for use therein, it being understood and agreed that the only such information furnished 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 consists of the Prospectus (or the Prospectus information described as supplementedsuch in Section 8(b) 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 havehereof.

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 under the Securities Act or and the Exchange Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which they such Underwriter or any of them such controlling person may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) 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 Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities as originally filed or in any amendment thereofAct, 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 therefrom of 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 Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each Underwriter and each such indemnified party controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by BofA Securities, Inc.) as such expenses are reasonably incurred by such Underwriter or other expenses reasonably incurred, as incurred, by them such controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such loss, claim, damage, liability liability, expense or action; provided, however, that (i) the Company will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising 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 The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability which liabilities that 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 that it will indemnify and hold harmless each Underwriter and the officers and directors of each person Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or the Exchange Act Securities Act, against any and all lossesloss, claimsexpense, damages claim, damage or liabilitiesliability to which, joint jointly or severalseverally, to which they such Underwriter or any of them such controlling person 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, claimsexpense, damages claim, damage or liabilities liability (or actions in respect thereof) arise arises out of or are is 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 Statement, any amendment thereofStatutory Prospectus, or in any Preliminary Issuer Free Writing Prospectus or the Prospectus, or in any amendment thereof or supplement theretoto any thereof, or arise arises out of or are is based upon the omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading and, and except as hereinafter in this Section provided, the Company agrees to reimburse each such indemnified party Underwriter and each person who controls any Underwriter as aforesaid for any reasonable 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, expense, claim, damage, liability damage or actionliability; provided, however, that (i) the Company will shall not be liable in any such case to the extent that any such loss, expense, claim, damage or liability arises out of or is based upon any such on an untrue statement or alleged untrue statement or omission or alleged omission made therein in any such document in reliance upon upon, and in conformity with with, written information furnished to the Company as set forth in Schedule B hereto by or through you on behalf of any Underwriter through the Representatives specifically 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 lossdocument or arises out of, claimor is based on, damage statements or liability purchased omissions from the Securities which are the subject thereof if such person did not receive a copy part of the Prospectus (or Registration Statement which shall constitute the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to Statement of Eligibility under the confirmation Trust Indenture Act of the sale of such Securities to such person in any case where such delivery is required by Trustee under 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 haveIndenture.

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 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 relating to the registration Offered Certificates of the Securities applicable Series as originally filed it became effective or in any amendment or supplement thereof, or in such Registration Statement, in the related Preliminary Prospectus or the related Final Prospectus, or in any amendment thereof, or in any Preliminary the Detailed Description referred to in such Final 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 (in the case of any Computational Materials or ABS Term Sheets (in each case as defined herein) in respect of which the Company agrees to indemnify each Underwriter, as set forth below, when such are read in conjunction with the related Final Prospectus and Prospectus Supplement) 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 (A) in reliance upon and in conformity with written information furnished to the Company as herein stated by or on behalf of any Underwriter through the Representatives you 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 or omission therefrom results (or is alleged to have resulted) directly from an error (a "Mortgage Pool Error") in the information concerning the characteristics of the Mortgage Loans furnished by the Company to any Underwriter in writing or by electronic transmission that was used in the preparation of either (x) any Computational Materials or ABS Term Sheets (or amendments or supplements thereof) included in such Current Report (or amendment or supplement thereof) or (y) any written or electronic materials furnished to prospective investors on which the Computational Materials (or amendments or supplements) were based, (ii) such indemnity with respect to any Preliminary Prospectus or any Corrected Statement (as defined below) in any Final Prospectus (or supplement thereto) shall not inure to the benefit of any Underwriter (or any person controlling such any Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which Certificates of the related Series that are the subject thereof if such person did not receive a copy of the related Final Prospectus (or a supplement to such Final Prospectus, as the Prospectus as supplemented) excluding documents incorporated therein by reference case may be, 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 Certificates and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the or Final Prospectus (or supplement thereto) was corrected (a "Corrected Statement") in such Final Prospectus (with respect to any Preliminary Prospectus) or in such other supplement (with respect to any Final Prospectus) and such Final Prospectus or such supplement was furnished by the Prospectus as supplemented Company to such Underwriter prior to the delivery of such confirmation, and (iii) such indemnity with respect to any Mortgage Pool Error shall not inure to the benefit of any Underwriter (or any person controlling any Underwriter) from whom the person asserting any loss, claim, damage or liability received any Computational Materials or ABS Term Sheets (or any written or electronic materials on which the Computational Materials or ABS Term Sheets are based) that were prepared on the basis of such Mortgage Pool Error, if, prior to the time of confirmation of the sale of such Securities the applicable Certificates to such person, the Company notified such Underwriter in writing of the Mortgage Pool Error or provided in written or electronic form information superseding or correcting such Mortgage Pool Error (in any such case, a "Corrected Mortgage Pool Error"), and such Underwriter failed to notify such person thereof or to deliver to such person corrected Computational Materials (or underlying written or electronic materials) or ABS Term Sheets. 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 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 agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which 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 (x) 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 (y) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or the Prospectus, any roadshow 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, in the case of this clause (y), in the light of the circumstances under which they were made, not misleading, and in each case 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 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)inclusion therein. 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 (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 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 any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, or any amendment or supplement thereto, the Disclosure Package, or any “issuer free writing prospectus” (as defined in Rule 433(d) under the Securities Act) relating to the offering of the Securities, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and 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 in the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, or any amendment or supplement thereto, the Disclosure Package, or any such issuer free writing prospectus, 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 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 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 of, or are is based upon 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 in (i) the Registration Statement, as amended or supplemented, a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any Preliminary Prospectus, the Prospectus as amended or supplemented, the Disclosure Package, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, 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 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 Underwriters, expressly for use 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 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 the failure to have an effective Registration Statement relating to the Securities or the failure to satisfy the prospectus delivery requirements of the Securities Act because the Company failed to provide the Underwriters with a Prospectus for delivery, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement for Statement, the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus Disclosure Package 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) of the Securities Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or are based upon the engagement of the Underwriters pursuant to, or the performance of the Underwriters of their respective services (including any such services performed on or prior to the date hereof) contemplated by, this Agreement, 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, the Disclosure Package, the Registration Statement or 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 specifically expressly for use therein. The Underwriters shall incur no liability to and shall be indemnified and held harmless by the Company for, or in connection with respect of, any actions taken, omitted to be taken or suffered to be taken in the preparation thereofabsence of bad faith, and gross negligence or willful misconduct by the Underwriters in reasonable reliance upon the advice of counsel satisfactory to it or instructions from the Trustee (ii) such indemnity with respect to any Preliminary Prospectus shall not inure pursuant to the benefit of any Underwriter (or any person controlling such UnderwriterIndenture) 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 haveCompany.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter you, your officers and directors and each person who controls any Underwriter you within the meaning of either Section 15 of the Securities Act or Section 20(a) of the Exchange Act Act, 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 Securities Act, the Exchange Act or any other Federal statute or state statutory law or regulation, at common law and to reimburse you and each of your officers, directors and controlling persons for any legal or otherwiseother expenses (including, to the extent hereinafter provided, reasonable outside counsel fees) incurred by you or them in connection with investigating or defending any such losses, claims, damages, liabilities, or in connection with defending any actions, insofar as such losses, claims, damages or liabilities (damages, liabilities, expenses 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 the registration of the Securities Prospectus, in either such document as originally filed or in any amendment thereofas amended or supplemented (if such amendments or supplements thereto shall have been furnished pursuant to Section 2(a) hereof), 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 ; provided that the indemnity agreement contained in this Section 9 shall not apply 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 losslosses, claimclaims, damagedamages, liability liabilities, expenses 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 arising out of or is based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such 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 any of you or on behalf of any Underwriter through the Representatives specifically of you 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 (Registration Statement or any person controlling such Underwriter) from whom the person asserting any such lossamendment thereto, 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 in any supplement thereto. The indemnity agreement of the sale Company contained in this Section 9(a) and the representations and warranties of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havecontained in Section 2 hereof shall remain operative and in full force and effect, regardless of any investigation made by you or on behalf of you or any such controlling person, and shall survive the delivery of the Notes.

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 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 Securities Act or and the Exchange Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which they such Underwriter or any of them such controlling person may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) 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 Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities as originally filed or in any amendment thereofAct, 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 therefrom of 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 each Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each Underwriter and each such indemnified party controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by Banc of America Securities LLC) as such expenses are reasonably incurred by such Underwriter or other expenses reasonably incurred, as incurred, by them such controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such loss, claim, damage, liability liability, expense or action; provided, however, that (i) the Company will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising 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 any Underwriter through the Representatives specifically for use or is based upon statements 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) omissions 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 (or Registration Statement which shall constitute the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation Statement of Eligibility and Qualification of the sale of such Securities to such person in any case where such delivery is required by Trustee (Form T-1) under the Trust Indenture 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 The indemnity agreement will set forth in this Section 7(a) shall be in addition to any liability which liabilities that 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 Underwriters 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 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 Statement, the registration of the Securities as originally filed or in any amendment thereofBasic Prospectus, or in any Preliminary Prospectus, the 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 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 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 Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the 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 by or on behalf of any an Underwriter through the Representatives specifically you 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 Company agrees to will indemnify and hold harmless each Underwriter Underwriter, its affiliates, directors and officers and each person person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which they or any of them such person 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 the Registration Statement for Statement, any preliminary prospectus, the registration of Basic Prospectus, the Securities Preliminary Prospectus, any Permitted Free Writing Prospectus, the Pricing Disclosure Package, the Prospectus or any free writing prospectus used by the Company other than a Permitted Free Writing Prospectus (or any such document, as originally filed or in any amendment thereoffrom time to time amended, or in any Preliminary Prospectus deemed to be amended, supplemented or the Prospectus, or in any amendment thereof or supplement theretomodified), 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 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, any preliminary prospectus, the Basic Prospectus, the Preliminary Prospectus, any Permitted Free Writing Prospectus, the Pricing Disclosure Package, the Prospectus or any free writing prospectus used by the Company other than a Permitted Free Writing Prospectus (or any such document, as from time to time amended, or deemed to be amended, supplemented or modified), 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 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 to and each of the Guarantors will, jointly and severally, 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 of, or are is based upon 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 in (i) the Registration Statement, as amended or supplemented, a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any Preliminary Prospectus, the Prospectus as amended or supplemented, the Disclosure Package, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, 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 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 and the Guarantors 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 Underwriters, expressly for use 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 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 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 thereof, or in the Base Prospectus, any Preliminary Prospectus or the Prospectus, the Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 Base Prospectus, any Preliminary Prospectus, the Final Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or in any amendment thereof 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 expressly for use 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 7(b). 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, members, directors and officers and affiliates 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 Securities Act, from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability (or any action in respect thereof), joint or several, to which they such Underwriter or any of them such person 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, or in the Disclosure Package, each 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 a material fact required to be stated therein or necessary to make the statements therein (in the case of any Preliminary Prospectus, Free Writing Prospectus, the Prospectus and the Disclosure Package, 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 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 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 on behalf of any Underwriter through the Representatives specifically for use therein (which information is specified in connection with the preparation thereof, and (ii) such Section 12 hereof). The foregoing indemnity with respect to any Preliminary Prospectus agreement shall not inure to the benefit of any Underwriter if (or any person controlling such Underwriteri) 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 supplementedaction in respect thereof) excluding documents incorporated therein by reference at arises out of 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 based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, (ii) the Company informed the Representatives of a material fact contained in such Preliminary Prospectus untrue statement or alleged untrue statement or omission or alleged omission prior to the Applicable Time, (iii) such untrue statement or alleged untrue statement or omission or alleged omission was corrected in the an amended or supplemented Preliminary Prospectus (or, where permitted by law, an Issuer Free Writing Prospectus) and such corrected Preliminary Prospectus (or Issuer Free Writing Prospectus) was provided to the Prospectus as supplemented Underwriters such that the Underwriters had a reasonably sufficient amount of time prior to the confirmation of Applicable Time to deliver such corrected Preliminary Prospectus (or Issuer Free Writing Prospectus) to the sale persons to whom the Underwriters are selling the Notes, (iv) the timely delivery of such Securities corrected Preliminary Prospectus (or Issuer Free Writing Prospectus) to such person). This indemnity agreement will be in addition person prior to any liability which the Company may otherwise haveApplicable Time would have constituted a complete defense to the losses, claims, damages and liabilities asserted by such person and (v) such corrected Preliminary Prospectus (or Issuer Free Writing Prospectus) was not sent or given by or on behalf of such Underwriter to such person prior to the Applicable Time.

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 Nelnet Funding 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 in the case of the Registration Statement or in any amendment or supplement thereto, arising 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 not misleading and in the case of the Prospectus or in any amendment or supplement thereto, arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made, 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 Nelnet Funding by such Underwriter through the Representatives 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 final Prospectus (as then amended or supplemented but excluding documents incorporated by reference therein) if Nelnet Funding has previously furnished sufficient copies thereof to such Securities Underwriter at a time reasonably prior to the date such Notes are sold to such person). This The foregoing indemnity agreement will shall be in addition to any liability which the Company Nelnet Funding may otherwise have.

Indemnification and Contribution. (a) The Company agrees to 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 harmless 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, Act or 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 Statement, the registration of preliminary Base Prospectus, the Securities as originally filed or in any amendment thereofCollateral Materials, or in any the Preliminary Prospectus Supplement (if any), the Base 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 (in the case of the Collateral Materials, when read together with the Prospectus) 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 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 Seller by or on behalf of any Underwriter through the Representatives you specifically for use in connection with therein. For all purposes contemplated hereby, the preparation thereof, Seller 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 Underwriters each acknowledge that 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 Collateral Materials were prepared 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.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person who controls any an 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 any untrue statement or alleged untrue statement of a material fact contained in the Company Free Writing Prospectus Information, the Company Prospectus Information, the Company Registration Statement for Information or the registration of the Securities as originally filed Static Pool Data or in any amendment thereof, revision or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, thereto or arise out of or are based upon the omission or alleged omission to state therein in the Company Registration Information, the Company Free Writing Prospectus Information, the Company Prospectus Information or the Static Pool Data or in any revision or amendment thereof or supplement thereto 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, in each case, excluding any Derived Information or Underwriter Information incorporated therein and 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 will shall not be liable in to a particular Underwriter or any person who controls such case Underwriter to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement misstatement or alleged untrue statement misstatement or omission or alleged omission was (i) made therein in reliance upon and in conformity with written information furnished to the Company by Underwriter Information of such Underwriter, 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 in the benefit Derived Information in the ABS ICM 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) A. The Company Depositor agrees to indemnify and hold harmless each Underwriter Underwriter, each Underwriter's respective officers and directors and each person person, if any, who controls any such 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 several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Offered Certificates), to which they such Underwriter or any of them such controlling person may become subject subject, under the 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 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 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 shall reimburse such Underwriter and each such indemnified party controlling person promptly upon demand 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 or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company will Depositor shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement or omission or alleged omission made therein in the Prospectus, or any amendment thereof or supplement thereto, or the Registration Statement, or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company Depositor by or on behalf of any such 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 The foregoing indemnity agreement will be is in addition to any liability which the Company Depositor may otherwise havehave to any Underwriter or any such officer or director or any controlling person of any such Underwriter.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter Underwriter, its partners, members, directors and officers and affiliates 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 Securities Act, from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability (or any action in respect thereof), joint or several, to which they such Underwriter or any of them such person 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, or in the Disclosure Package, each as amended or supplemented, any amendment thereof Issuer Free Writing Prospectus or supplement thereto, any “issuer information” filed or arise out required to be filed pursuant to Rule 433(d) of the Rules and Regulations or are based upon (ii) 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 case of any Preliminary Prospectus, Issuer Free Writing Prospectus, the Prospectus and the Disclosure Package, 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 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 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 on behalf of any Underwriter through the Representatives specifically for use therein (which information is specified in connection with the preparation thereof, and (ii) such Section 12 hereof). The foregoing indemnity with respect to any Preliminary Prospectus agreement shall not inure to the benefit of any Underwriter if (or any person controlling such Underwriteri) 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 supplementedaction in respect thereof) excluding documents incorporated therein by reference at arises out of 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 based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, (ii) the Company informed the Representatives of a material fact contained in such Preliminary Prospectus untrue statement or alleged untrue statement or omission or alleged omission prior to the Applicable Time, (iii) such untrue statement or alleged untrue statement or omission or alleged omission was corrected in the an amended or supplemented Preliminary Prospectus (or, where permitted by law, an Issuer Free Writing Prospectus) and such corrected Preliminary Prospectus (or Issuer Free Writing Prospectus) was provided to the Prospectus as supplemented Underwriters such that the Underwriters had a reasonably sufficient amount of time prior to the confirmation of Applicable Time to deliver such corrected Preliminary Prospectus (or Issuer Free Writing Prospectus) to the sale persons to whom the Underwriters are selling the Notes, (iv) the timely delivery of such Securities corrected Preliminary Prospectus (or Issuer Free Writing Prospectus) to such person). This indemnity agreement will be in addition person prior to any liability which the Company may otherwise haveApplicable Time would have constituted a complete defense to the losses, claims, damages and liabilities asserted by such person and (v) such corrected Preliminary Prospectus (or Issuer Free Writing Prospectus) was not sent or given by or on behalf of such Underwriter to such person prior to the Applicable Time.

Indemnification and Contribution. (a) The Company agrees to and each of the Guarantors will, jointly and severally, 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 of, or are is based upon 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 in (i) the Registration Statement, as amended or supplemented, a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any Preliminary Prospectus, the Prospectus as amended or supplemented, the Disclosure Package, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, 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 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 and the Guarantors 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 Company Depositor 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 the Exchange Act from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Public Certificates), to which they the Underwriter or any of them such controlling person may become subject subject, under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law 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 Underwriter and each such indemnified party controlling person promptly upon demand for any legal or other expenses reasonably incurred, as incurred, incurred by them the Underwriter or such controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (ithe 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 written information furnished to the Depositor by or on behalf of the Underwriter specifically for inclusion therein, it being understood that the only information furnished by the Underwriter or on behalf of the Underwriter for use in connection with the preparation of the Registration Statement or the Prospectus is described in Section 8(h) hereof; and provided further, however, that the Company 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 from any Preliminary Prospectus or the Prospectus that was eliminated or remedied in reliance upon and the Prospectus or as amended or supplemented Prospectus, if a copy of the Prospectus or such amended or supplemented Prospectus was not sent or given with or prior to the written confirmation of the sale of any Security to the person asserting the loss, claim, damage or liability, if required by the Act. The foregoing indemnity agreement is in conformity with addition to any liability which the Depositor may otherwise have to the Underwriter or any controlling person of the Underwriter. For purposes hereof, the only 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, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit is "Method 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 Distribution" 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 haveSupplement.

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) 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 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 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 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 which 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 Shares 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 Shares 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 you 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 you 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 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 Statement, the registration of the Securities as originally filed Schedule TO or in any amendment thereofExchange Offer Materials, or in any Preliminary Prospectus amendments 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 not misleading, or (iii) any untrue statement or alleged untrue statement of any material fact contained in the Pricing Disclosure Package or any Prospectus or any amendment 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 you for any legal or other expenses reasonably incurred, as incurred, incurred by them you 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, the Prospectus, the Pricing Disclosure Package, the Schedule TO, any other Exchange Offer Materials, or any amendment or supplement thereto, in reliance upon upon, and in conformity with with, written information relating to you furnished to the Company by or on behalf of any Underwriter through the Representatives you, specifically for use in connection with the Registration Statement, the Prospectus, the Pricing Disclosure Package, the Schedule TO or any other Exchange Offer Materials or any amendment or supplement thereto or in the preparation thereof. The indemnity agreement in this Section 11(a) shall extend upon the same terms and conditions to, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of, you and your affiliates and the partners, directors, officers, employees and agents of any Underwriter (you and your affiliates, and each person or any person controlling such Underwriter) from whom entity, if any, who controls or is under common control with, you within the person asserting any such loss, claim, damage or liability purchased meaning of 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 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)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 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 Subject to the limitations in this paragraph below, the Company agrees to indemnify and hold harmless each Underwriter you and each person other Underwriter, the directors, officers, employees and agents of each Underwriter, and each 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 severalliabilities and expenses, to which they or any including reasonable costs of them may become subject under the Actinvestigation and attorneys’ fees and expenses (collectively, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof“Damages”) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, in the Registration Statement for Statement, the registration of General Disclosure Package, any Issuer Free Writing Prospectus or 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 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 (in the case of the Prospectus, 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, 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 except to the extent that any such loss, claim, damage or liability arises Damages arise out of or is are based upon any such an untrue statement or omission or alleged untrue statement or omission or alleged omission that has been made therein or omitted therefrom in reliance upon and in conformity with written the information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically you, expressly for use in connection with the preparation thereof, and therewith or (ii) such indemnity any inaccuracy in or breach of the representations and warranties of the Company contained herein or any failure of the Company to perform its obligations hereunder or under law; provided, however, that with respect to any untrue statement or omission made in any Preliminary Prospectus Prospectus, the indemnity agreement contained in this paragraph shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter or to any officer, director, employee or agent of any Underwriter) from whom the person asserting any such loss, claim, damage or liability Damages purchased the Securities which are the subject thereof Shares concerned if such person did not receive both (A) a copy of the Prospectus (General Disclosure Package 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 Shares to such person in any case where such delivery is as required by the Act and (B) 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 the confirmation of the sale of such Securities to such person)General Disclosure Package. This indemnity agreement will indemnification shall be in addition to any liability which that the Company may otherwise have. In addition to its other obligations under this Section 8, the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any inaccuracy in the representations and warranties of the Company herein or failure to perform its obligations hereunder, all as set forth in this Section 8, the party against whom indemnification is being sought will reimburse each Underwriter on a monthly basis for all reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding (to the extent documented by reasonably itemized invoices therefor), notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligation of the Company to reimburse each Underwriter for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Underwriter shall promptly return it to the person(s) from whom it was received. Any such interim reimbursement payments that are not made to the Underwriters within 30 days of a request for reimbursement shall bear interest compounded daily at a rate determined on the basis of the base lending rate announced from time to time by The Wall Street Journal from the date of such request. If any action or claim shall be brought against any Underwriter or any person controlling any Underwriter in respect of which indemnity may be sought against the Company, such Underwriter or such controlling person shall promptly notify in writing the party(s) against whom indemnification is being sought (the “indemnifying party” or “indemnifying parties”), and such indemnifying party(s) shall assume the defense thereof, including the employment of counsel reasonably acceptable to such Underwriter or such controlling person and the payment of all reasonable fees of and expenses incurred by such counsel. Such Underwriter or any such controlling person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person, unless (i) the indemnifying party(s) has (have) agreed in writing to pay such fees and expenses, (ii) the indemnifying party(s) has (have) failed to assume the defense and employ counsel reasonably acceptable to the Underwriter or such controlling person or (iii) the named parties to any such action (including any impleaded parties) include both such Underwriter or such controlling person and the indemnifying party(s), and such Underwriter or such controlling person shall have been advised by its counsel that one or more legal defenses may be available to the Underwriter that may not be available to the Company, or that representation of such indemnified party and any indemnifying party(s) by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the indemnifying party(s) shall not have the right to assume the defense of such action on behalf of such Underwriter or such controlling person (but the Company shall not be liable for the fees and expenses of more than one counsel for the Underwriters and such controlling persons)). The indemnifying party(s) shall not be liable for any settlement of any such action effected without its (their several) written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, the indemnifying party(s) agree(s) to indemnify and hold harmless any Underwriter and any such controlling person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment, but in the case of a judgment only to the extent stated in the first paragraph of this Section 8. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing several indemnity from the Company to each Underwriter, but only with respect to information furnished in writing by or on behalf of such Underwriter through you expressly for use in the Registration Statement, the Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto. If any action or claim shall be brought or asserted against the Company, any of its directors, any of its officers or any such controlling person based on the Registration Statement, the Prospectus, the General Disclosure Package or any Preliminary Prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Underwriter pursuant to this paragraph, such Underwriter shall have the rights and duties given to the Company by the immediately preceding paragraph (except that if the Company shall have assumed the defense thereof such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter’s expense), and the Company, its directors, any such officers and any such controlling persons, shall have the rights and duties given to the Underwriters by the immediately preceding paragraph. In any event, the Company will not, without the prior written consent of the Representative, settle or compromise or consent to the entry of any judgment in any proceeding or threatened claim, action, suit or proceeding in respect of which the indemnification may be sought hereunder (whether or not the Representative or any person who controls the Representative within the meaning of Section 15 of the Act or Section 20 of the Exchange Act is a party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of all Underwriters and such controlling persons from all liability arising out of such claim, action, suit or proceeding. If the indemnification provided for in this Section 8 is unavailable or insufficient for any reason whatsoever to an indemnified party in respect of any Damages referred to herein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Damages (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand, and the Underwriters on the other hand, from the offering and sale of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative and several fault of the Company on the one hand, and the Underwriters on the other hand, in connection with the statements or omissions that resulted in such Damages as well as any other relevant equitable considerations. The relative and several benefits received by the Company on the one hand, and the Underwriters on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus; provided that, in the event that the Underwriters shall have purchased any Additional Shares hereunder, any determination of the relative benefits received by the Company or the Underwriters from the offering of the Shares shall include the net proceeds (before deducting expenses) received by the Company and the underwriting discounts and commissions received by the Underwriters, from the sale of such Additional Shares, in each case computed on the basis of the respective amounts set forth in the notes to the table on the cover page of the Prospectus. The relative fault of the Company on the one hand, and the Underwriters on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand, or by the Underwriters on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 was determined by a pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount of the underwriting commissions received by such underwriter in connection with the Shares underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 8 are several in proportion to the respective numbers of Firm Shares set forth opposite their names in Schedule I hereto (or such numbers of Firm Shares increased as set forth in Section 10 hereof) and not joint. Notwithstanding the second paragraph of this Section 8, any Damages for which an indemnified party is entitled to indemnification or contribution under this Section 8 shall be paid by the indemnifying party to the indemnified party as Damages are incurred after receipt of reasonably itemized invoices therefor. The indemnity, contribution and reimbursement agreements contained in this Section 8 and the representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter, the Company, its directors or officers or any person controlling the Company, (ii) acceptance of any Shares and payment therefor hereunder and (iii) any termination of this Agreement. A successor to any Underwriter or any person controlling any Underwriter, or to the Company, its directors or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 8. It is agreed that any controversy arising out of the operation of the interim reimbursement arrangements set forth in the second paragraph of this Section 8, including the amounts of any requested reimbursement payments and the method of determining such amounts, shall be settled by arbitration conducted pursuant to the Code of Arbitration Procedure of FINRA. Any such arbitration must be commenced by service of a written demand for arbitration or written notice of intention to arbitrate, therein electing the arbitration tribunal. In the event the party demanding arbitration does not make such designation of an arbitration tribunal in such demand or notice, then the party responding to said demand or notice is authorized to do so. Such arbitration would be limited to the operation of the interim reimbursement provisions contained in the second and fourth paragraphs of this Section 8, and would not resolve the ultimate propriety or enforceability of the obligation to reimburse expenses that is created by the provisions of the second paragraph of this Section 8.

Indemnification and Contribution. (a) The Company agrees to Each of the Sponsor and the Depositor shall 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 Act or the Exchange Act harmless against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter or any of them such controlling person may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) 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 arise out of or are based upon (ii) 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, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (including any Static Pool Data referred to therein), the Pricing Free Writing Prospectus (including any Static Pool Data referred to therein), any ABS Informational and agrees Computational Materials (but excluding any Derived Information included therein), Issuer Free Writing Prospectus or Sponsor-Provided Information used in the preparation of any Underwriter Free Writing Prospectus or in any Underwriter Free Writing Prospectus or (iv) 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 shall reimburse each Underwriter or such indemnified party controlling person promptly upon demand 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 or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) neither the Company will not Seller nor the Depositor 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 in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written (A) any information furnished provided to the Company Depositor by or on behalf of any Underwriter through the Representatives Underwriters specifically 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 (Prospectus, or any person controlling such Underwriter) from whom amendment or supplement thereto as may be identified in a side letter between 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 Underwriters and the untrue statement Depositor (the “Underwriters’ Information”) 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 B) any liability which the Company may otherwise haveDerived Information.

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 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 otherwise, insofar as such losses, claims, damages or liabilities (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 any Preliminary Prospectus or the Prospectus, Prospectus 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 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, any Preliminary Prospectus, the Prospectus 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 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, any Preliminary Prospectus, the Prospectus 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 person, if any, who controls any Underwriter within the meaning of either under the Securities Act or and the Exchange Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which they such Underwriter or any of them such controlling person may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) 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 Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities as originally filed or in any amendment thereofAct, 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 therefrom of 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 Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each Underwriter and each such indemnified party controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated) as such expenses are reasonably incurred by such Underwriter or other expenses reasonably incurred, as incurred, by them such controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such loss, claim, damage, liability liability, expense or action; provided, however, that (i) the Company will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising 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 The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability which liabilities that 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 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 Underwriter within the meaning of either the Act or the Exchange Act Underwriters against any and all losses, claims, damages or liabilities, joint or several, liabilities 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 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 (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for Statement, including the registration information deemed to be a part of the Securities as originally filed or in Registration Statement at the time of effectiveness and at any amendment thereofsubsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or in if applicable, any Preliminary Prospectus or Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), any Issuer Free Writing Prospectus or in any amendment thereof materials or supplement theretoinformation provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission 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 it in connection with investigating or defending any against such loss, claim, damage, liability or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; 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, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, 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. In addition to their other obligations under this Section 6(a), and (ii) the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 6(a), it will reimburse the Underwriters on a monthly basis for all reasonable legal fees or other expenses incurred in connection with investigating or defending any such indemnity with respect to any Preliminary Prospectus shall not inure claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the benefit propriety and enforceability of the Company’s obligation to reimburse the Underwriters for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any Underwriter such interim reimbursement payment is so held to have been improper, the Underwriters shall promptly return it to the Company, together with interest, compounded daily, determined on the basis of the prime rate (or any person controlling other commercial lending rate for borrowers of the highest credit standing) announced from time to time by Xxxxx Fargo Bank, N.A. (the “Prime Rate”). Any such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities interim reimbursement payments 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 made to the confirmation Underwriters within 30 days of a request for reimbursement shall bear interest at the sale Prime Rate from the date 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)request. This indemnity agreement will shall be in addition to any liability liabilities which the Company they may otherwise have.

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 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 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 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, 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 an Underwriter furnished in writing to the Company by or on behalf of such indemnified party Underwriter 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 preliminary prospectus shall not inure to the benefit of an Underwriter (or defending to the benefit of any person controlling an Underwriter) 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 of Notes by an Underwriter 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 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) if the Company 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 agrees to and [Capital Funding] [the Trust] agree that they will jointly and severally indemnify and hold harmless each Underwriter the Remarketing Agent and each person person, if any, who controls any Underwriter the Remarketing Agent within the meaning of either Section 15 of the Act or the Exchange Act Securities Act, against any and all lossesloss, claimsexpense, damages claim, damage or liabilitiesliability to which, joint jointly or severalseverally, to which they the Remarketing Agent or any of them such controlling person 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, claimsexpense, damages claim, damage or liabilities liability (or actions in respect thereof) arise arises out of or are is based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for Statement, the registration of Prospectus, the Securities as originally filed Remarketing Materials or in any amendment or supplement to any thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise arises out of or are is based upon the omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein not misleading; and, except as hereinafter in this Section provided, the Company and agrees [Capital Funding] [the Trust] agree to reimburse the Remarketing Agent and each such indemnified party person who controls the Remarketing Agent as aforesaid for any reasonable legal or other expenses reasonably incurred, as incurred, incurred by them the Remarketing Agent or such controlling person in connection with investigating or defending any such loss, expense, claim, damage, liability damage or actionliability; provided, however, that (i) neither the Company will not nor [Capital Funding] [the Trust] shall be liable in any such case to the extent that any such loss, expense, claim, damage or liability arises out of or is based upon any such on an untrue statement or alleged untrue statement or omission or alleged omission made therein in any such document in reliance upon upon, and in conformity with with, written information furnished to [Capital Funding] [the Trust] or the Company by or on behalf of any Underwriter through the Representatives specifically Remarketing Agent expressly for use in connection with any such document or arises out of, or is based on, statements in or omissions from that part of the preparation thereofRegistration Statement which shall constitute the Statement of Eligibility under the Trust Indenture Act of any trustee; and provided further, and (ii) such indemnity that with respect to any Preliminary Prospectus untrue statement or alleged untrue statement or omission or alleged omission made in any prospectus or supplement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Underwriter the Remarketing Agent (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such lossRemarketing Agent), 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 not including documents incorporated therein by reference therein) was not sent or 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 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 Remarketed 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 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 agrees to will indemnify and hold harmless each Underwriter Underwriter, its agents, officers and directors, 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 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 Basic Prospectus, any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement for Statement, the registration of Pricing Prospectus, the Securities Prospectus as originally filed amended or in supplemented and any other prospectus relating to the Designated Securities, or any amendment thereof, or in any Preliminary 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 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 Basic Prospectus, any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Pricing Prospectus, the Prospectus as amended or supplemented and any other prospectus relating to the Designated Securities, 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 of Designated Securities through the Representatives specifically 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 amended or prior to the confirmation of the sale of such Securities supplemented relating 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 haveDesignated Securities.

Indemnification and Contribution. (a) A. The Company Depositor agrees 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 Securities Act or Section 12 of the Exchange Act from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Offered Certificates), to which they such Underwriter or any of them such controlling person may become subject subject, under the 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 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 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 such Underwriter and each such indemnified party controlling person promptly upon demand 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 or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company will Depositor shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement or omission or alleged omission made therein in the Prospectus, or any amendment thereof or supplement thereto, or the Registration Statement, or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company Depositor by or on behalf of any such Underwriter through the Representatives specifically for use in connection with the preparation thereof, and inclusion therein (ii) such indemnity with respect to any Preliminary Prospectus shall not inure except to the benefit of extent that any Underwriter (untrue statement 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 alleged untrue statement or omission or alleged omission is a result of a Seller Provided Information which is not accurate and complete in all 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 personrespects). This The foregoing indemnity agreement will be is in addition to any liability which the Company Depositor may otherwise havehave to any Underwriter or any controlling person of any of such Underwriter.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which 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 registration statement for the registration of the Securities as originally filed or in any amendment thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement or a material fact contained in any Preliminary Prospectus, the Prospectus or the any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made 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 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)inclusion therein. 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 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, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, including any Incorporated Document, 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 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 to and its subsidiaries, jointly and severally, shall 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 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 the Securities as originally filed or in any amendment thereofGeneral Disclosure Package, or in any Preliminary Prospectus or the Prospectus, an individual Issuer-Represented Limited Use Free Writing Prospectus or in any Testing-the-Waters Communication when considered together with the General Disclosure Package, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein 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 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) neither the Company will not or its subsidiaries 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, the General Disclosure Package, the Prospectus, an individual Issuer-Represented Limited Use Free Writing Prospectus or any Testing-the-Waters Communication when considered together with the General Disclosure Package, 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 expressly for use therein (provided that the Company and the Underwriters hereby acknowledge and agree that the only information that the Underwriters have furnished to the Company specifically for use inclusion in connection any Preliminary Prospectus, the Registration Statement, the General Disclosure Package, the Prospectus, individual Issuer-Represented Limited Use Free Writing Prospectus or any Testing-the-Waters Communication when considered together with the preparation thereofGeneral Disclosure Package, or any amendment or supplement thereto, are (i) the concession and reallowance figures appearing in the Prospectus in the section entitled “Underwriting,” (ii) such indemnity with respect the first paragraph of the section entitled “Underwriting—Stabilization” relating to any Preliminary Prospectus shall not inure stabilization transactions, over-allotment transactions, syndicate covering transactions and penalty bids in which the Underwriters may engage and (iii) the first sentence of the last paragraph relating to the benefit effecting of any Underwriter stabilization transactions, syndicate covering transactions and penalty bids (or any person controlling such Underwriter) from whom collectively, 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“Underwriters’ Information”). 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 the failure to have an effective Registration Statement relating to the Securities or the failure to satisfy the prospectus delivery requirements of the Securities Act because the Company failed to provide the Underwriters with a Prospectus for delivery, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement for Statement, the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus Disclosure Package 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) of the Securities Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or are based upon the engagement of the Underwriters pursuant to, or the performance of the Underwriters of their respective services (including any such services performed on or prior to the date hereof) contemplated by, this Agreement, 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, the Disclosure Package, the Registration Statement or 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 specifically expressly for use therein. The Underwriters shall incur no liability to and shall be indemnified and held harmless by the Company for, or in connection with respect of, any actions taken, omitted to be taken or suffered to be taken in the preparation thereofabsence of bad faith, and gross negligence or willful misconduct by the Underwriters in reasonable reliance upon the advice of counsel satisfactory to it or instructions from the Trustee (ii) such indemnity with respect to any Preliminary Prospectus shall not inure pursuant to the benefit of any Underwriter (or any person controlling such UnderwriterIndenture) 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 haveCompany.

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 Agent and each person who controls any Underwriter Agent within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilitiesliabilities and reasonable expenses (including reasonable costs of investigation), as incurred, 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 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 preliminary prospectus, any preliminary supplemental prospectus, the Prospectus, the Note Prospectus or in any amendment thereof or supplement thereto, or arise arising 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 damage, liability or liability expense arises out of or is based upon any such untrue statement or alleged untrue statement omission, or omission or alleged omission allegation thereof, which has been made therein or omitted therefrom in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives such Agent specifically for use in connection with the preparation thereoftherein, and (ii) such indemnity with respect to any Preliminary preliminary prospectus, any preliminary supplemental prospectus, the Prospectus or the Note Prospectus shall not inure to the benefit of any Underwriter such Agent (or any person controlling such Underwriter) from whom Agent), 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 Company shall have delivered sufficient quantities of the Prospectus (or the Prospectus Note Prospectus, as amended and supplemented) excluding documents incorporated therein by reference at or , to such Agent within a reasonable time prior to the earlier of the delivery of the written confirmation of the sale of such Securities Notes or the delivery of such Notes to the person asserting such loss, claim, damage, liability or action for which indemnification is sought, and the Note Prospectus as so amended and supplemented (excluding documents incorporated by reference) was not sent or given to such person at or prior to the earlier of the delivery of the written confirmation of the sale of such Notes or the delivery of such Notes to such person in any case where such delivery sending or giving of a prospectus is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary preliminary prospectus, such preliminary supplemental prospectus, such Prospectus or such Note Prospectus was corrected in the Prospectus (or the Prospectus Note Prospectus, as supplemented prior to the confirmation of the sale of such Securities so amended and supplemented, provided to such person)Agent. 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 under the Securities Act or and the Exchange Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which they such Underwriter or any of them such controlling person may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) 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 Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities as originally filed or in any amendment thereofAct, 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 therefrom of 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 Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each Underwriter and each such indemnified party controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by Banc of America Securities LLC) as such expenses are reasonably incurred by such Underwriter or other expenses reasonably incurred, as incurred, by them such controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such loss, claim, damage, liability liability, expense or action; provided, however, that (i) the Company will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising 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 The indemnity agreement will set forth in this Section 7(a) shall be in addition to any liability which liabilities that 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 Securities Act or and the Exchange Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which they such Underwriter or any of them such controlling person may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) 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 Statement, or any amendment thereto, including any information deemed to be a 14 part thereof pursuant to Rule 430B under the Securities as originally filed or in any amendment thereofAct, 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 therefrom of 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 each Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each Underwriter and each such indemnified party controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by Banc of America Securities LLC) as such expenses are reasonably incurred by such Underwriter or other expenses reasonably incurred, as incurred, by them such controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such loss, claim, damage, liability liability, expense or action; provided, however, that (i) the Company will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising 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 any Underwriter through the Representatives specifically for use or is based upon statements 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) omissions 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 (or Registration Statement which shall constitute the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation Statement of Eligibility and Qualification of the sale of such Securities to such person in any case where such delivery is required by Trustee (Form T-1) under the Trust Indenture 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 The indemnity agreement will set forth in this Section 7(a) shall be in addition to any liability which liabilities that the Company may otherwise have.

Indemnification and Contribution. (a) The Company Depositor 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 the Exchange Act from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Public Certificates), to which they the Underwriter or any of them such controlling person may become subject subject, under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law 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 Underwriter and each such indemnified party controlling person promptly upon demand for any legal or other expenses reasonably incurred, as incurred, incurred by them the Underwriter or such controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (ithe 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 written information furnished to the Depositor by or on behalf of the Underwriter specifically for inclusion therein, it being understood that the only information furnished by the Underwriter or on behalf of the Underwriter for use in connection with the preparation of the Registration Statement or the Prospectus is described in Section 8(h) hereof; and provided further, however, that the Company 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 from any Preliminary Prospectus or the Prospectus that was eliminated or remedied in reliance upon and the Prospectus or as amended or supplemented Prospectus, if a copy of the Prospectus or such amended or supplemented Prospectus was not sent or given with or prior to the written confirmation of the sale of any Security to the person asserting the loss, claim, damage or liability, if required by the Act. The foregoing indemnity agreement is in conformity with addition to any liability which the Depositor may otherwise have to the Underwriter or any controlling person of the Underwriter. For purposes hereof, the only 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, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit is "Method 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 Distribution" 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 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 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 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 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 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 to indemnify and hold harmless each Underwriter and each person person, if any, who controls any Underwriter within the meaning of either the Securities Act or and the Exchange Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which they such Underwriter or any of them such controlling person may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) 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 Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities as originally filed or in any amendment thereofAct, 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 therefrom of 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 Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each Underwriter and each such indemnified party controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by Banc of America Securities LLC) as such expenses are reasonably incurred by such Underwriter or other expenses reasonably incurred, as incurred, by them such controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such loss, claim, damage, liability liability, expense or action; provided, however, that (i) the Company will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising 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 The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability which liabilities that the Company may otherwise have.

Indemnification and Contribution. (a) 5.1 The Company agrees to Issuer will indemnify and hold harmless the Dealer, each Underwriter and each person who controls any Underwriter individual, corporation, partnership, trust, association or other entity controlling the Dealer, within the meaning of either Section 15 of the Securities Act or (hereinafter the Exchange Act "Indemnitees") against any and all liabilities, penalties, suits, causes of action, losses, damages, claims, damages costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) or liabilitiesjudgments of whatever kind or nature (each a "Claim"), joint imposed upon, incurred by or severalasserted against the Indemnitees arising out of or based upon (i) any allegation that the Private Placement Memorandum, the Company Information or any information provided by the Issuer to the Dealer included (as of any relevant time of offer and sale of the Notes by the Issuer) or includes an untrue statement of a material fact or omitted (as of any relevant time of offer and sale of the Notes by the Issuer) or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) arising out of or based upon the breach by the Issuer of any of them may become subject under agreement, covenant or representation made in or pursuant to this Agreement; provided, however, that the Act, foregoing indemnity shall not extend to any Claims to 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) extent they arise out of or are based upon any (A) the gross negligence or willful misconduct of the Dealer in the performance or failure to perform its obligations hereunder, or (B) an untrue statement or alleged untrue statement by an Indemnitee 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 made in connection with investigating Dealer's sale 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 arrangement 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 Notes or an omission by the Act and the untrue statement or omission an Indemnitee of a material fact contained made in connection with Dealer's sale or arrangement for sale of Notes necessary to make any statement, in light of the circumstances in which such Preliminary Prospectus statement was corrected in the Prospectus (made, not misleading if such statement or the Prospectus as supplemented prior omission relates to the confirmation Dealer in its capacity as dealer of the sale Notes or such statement or omission relates to other matters and has not been approved by the Issuer (whether through approval of such Securities to such personthe Private Placement Memorandum or otherwise). 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 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 or (iii) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for Statement, any Preliminary Prospectus, the registration of the Securities as originally filed Effective Prospectus or in Final Prospectus, or any amendment thereofor supplement thereto, or in any Preliminary Prospectus Blue Sky application or other written information furnished by the Prospectus, or Company filed in any amendment state or other jurisdiction in order to qualify any or all of the Notes under the securities laws thereof or supplement thereto(a "Blue Sky Application"), or arise out of or are based upon 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 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 is the information included in connection with the preparation thereof, last sentence of the first paragraph on the cover page and (ii) such indemnity with respect to in the fourth and fifth paragraphs 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) 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 otherwise, insofar as such losses, claims, damages or liabilities (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(a) 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 any Preliminary Prospectus, Final Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of (B) any application or are other document, or any 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 or any securities association or securities exchange (each an "Application"); or (iii) the omission or alleged omission to state therein in the Registration Statement or any amendment thereto, any Preliminary Prospectus, Final Prospectus or any amendment or supplement thereto, or any Application, 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 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, any Preliminary Prospectus, Final Prospectus 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 in connection with therein. The obligations of the preparation thereofCompany to indemnify the Underwriters (and any controlling person of each Underwriter) pursuant to this Agreement is subject to the condition that, and (ii) insofar as such indemnity with respect to any Preliminary Prospectus agreement shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such losslosses, claimliabilities, damage claims, damages or liability expenses purchased the Securities which are Shares in the subject thereof Offering, if (i) such person did not receive Underwriter failed to deliver a copy of the Final Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference to such person at or prior to the confirmation of the sale of such Securities to such person in any case where such time delivery is required by the Act Act, unless such failure was due to the failure by the Company to provide copies of the Final Prospectus to such Underwriter; and (ii) the untrue statement delivery of such Final Prospectus to such person would have constituted a complete defense to the losses, claims, damages, liabilities or omission expenses asserted by such person. The Company will not, without the prior written consent of a material fact contained each Underwriter, settle or compromise or consent to the entry of any judgment in such Preliminary Prospectus was corrected in the Prospectus any pending or threatened claim, action, suit or proceeding (or the Prospectus as supplemented prior related cause of action or portion thereof) in respect of which indemnification may be sought hereunder (whether or not such Underwriter is a party to the confirmation of the sale such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of such Securities to Underwriter from all liability that arises out of such personclaim, action, suit or proceeding (or related cause of action or portion thereof). 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 under the Securities Act pursuant to this Article VII of any Registrable Securities, 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 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 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 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 Company agrees to indemnify indemnify, defend and hold harmless each Underwriter Agent and each any person who controls any Underwriter such Agent within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsexpense, damages liability or liabilitiesclaim (including the reasonable cost of investigation) which, joint jointly or severalseverally, to which they such Agent or any of them such controlling person may become subject incur under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsexpense, damages liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for Statement, the registration of Disclosure Package, the Securities as originally filed Final Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise arises out of or are is 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 (in the case of the Disclosure Package or the Final Prospectus, 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, except insofar as incurred, by them in connection with investigating or defending any such loss, claim, damageexpense, 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 claim arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained (i) therein in reliance upon and in conformity with written information furnished to the Company in writing by or on behalf of any Underwriter through either Agent to the Representatives specifically Company expressly for use in any of such documents or (ii) in the Form T-1 Statement of Eligibility under the Trust Indenture Act of the Trustee or arises out of or is based upon any alleged omission to state therein a material fact in connection with such information required to be stated therein or necessary to make such information not misleading. The Company’s agreement to indemnify each Agent or any such controlling person as aforesaid is expressly conditioned upon the Company being notified of the action in connection therewith brought against an Agent or such controlling person by letter or telegram or facsimile transmission addressed to the Company with reasonable promptness after the first legal process which discloses the nature of the liability or claim shall have been served upon an Agent or such controlling person (or after such Agent or such controlling person shall have received notice of such service upon any agent designated by such Agent or such controlling person), but failure so to notify the Company shall not relieve the Company from any liability which it may have to an Agent or to such controlling person otherwise than on account of the indemnity agreement contained in this Section 7. The Company shall assume the defense of any suit brought to enforce any such liability or claim, including the employment of counsel satisfactory to such Agent or such controlling person and the payment of all expenses. The Agent or such controlling person against whom such suit is brought shall have the right to employ one separate counsel in any such suit and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Agent or the expense of such controlling person unless (i) the employment of such counsel has been specifically authorized by the Company or (ii) the named parties to any such suit (including any impleaded parties) include such Agent or such controlling person and the Company and such Agent or such controlling person shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company, in which case the Company shall not have the right to assume the defense of such action on the behalf of such Agent or on the behalf of such controlling person, it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (and any required local counsel) for such Agent and such controlling persons, which firm (and local counsel, if any) shall be designated in writing by the Agent. The Company shall not be liable for any settlement of any such action effected without its consent (which will not be unreasonably withheld or delayed) unless such settlement includes an unconditional release of the Company from all liability arising out of such loss, expense, liability or claim. The Company agrees to notify each Agent with reasonable promptness of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the preparation thereof, issue 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 sale of the Prospectus (Shares or with the Registration Statement, the Disclosure Package 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 haveFinal Prospectus.

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 otherwise, insofar as such losses, claims, damages or liabilities (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 any Preliminary Prospectus or the Prospectus, Prospectus 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 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, any Preliminary Prospectus, the Prospectus 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 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, any Preliminary Prospectus, the Prospectus 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 you 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 Representative of the Underwriters, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure 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 Depositor and CFSC will jointly and severally, 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 the Exchange Act against any and all losses, claims, damages damages, expenses or liabilities, joint or several, to which they such Underwriter or any of them person 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, expenses or liabilities (or actions in respect thereof) (i) 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 Statement, the registration of the Securities as originally filed or in any amendment thereofPreliminary Prospectus, 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, except to the extent that any such loss, claim, damage, expense 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 agrees in conformity with written information furnished to the Depositor or CFSC by any Underwriter through the Representatives specifically for use therein, or (ii) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any Permitted Underwriter Communication (as defined herein) to the extent, but only to the extent, that any such losses, claims, damages, expenses or liabilities arise out of any untrue statement or alleged untrue statement of a material fact contained in any Issuer Information (as defined herein); and, in each case, 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, expense 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 The indemnity agreement will in this subsection (a) shall be in addition to any liability which the Company Depositor or CFSC may otherwise havehave and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act.

Indemnification and Contribution. (a) (i) The Company agrees to and the Guarantor, jointly and severally, 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 upon: (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 or in 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 in order to make the statements therein, not misleading, or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and 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 and the Guarantor 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 of the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Time of Sale Information, 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 haveInformation.

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 to and the Subsidiary Guarantors 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 or supplement theretoIssuer Free Writing Prospectus, or arise out any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, 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 and the Subsidiary Guarantors 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 and the Subsidiary Guarantors by or the Representatives, on behalf of any Underwriter through the Representatives specifically Underwriter, expressly for use 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) A. The Company Depositor agrees to indemnify and hold harmless each Underwriter Underwriter, each Underwriter's respective officers and directors and each person person, if any, who controls any such 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 several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Offered Certificates), to which they such Underwriter or any of them such controlling person may become subject subject, under the 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 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 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 shall reimburse such Underwriter and each such indemnified party controlling person promptly upon demand 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 or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company will Depositor shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement or omission or alleged omission made therein in the Prospectus, or any amendment thereof or supplement thereto, or the Registration Statement, or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company Depositor by or on behalf of any such 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)inclusion therein. This The foregoing indemnity agreement will be is in addition to any liability which the Company Depositor may otherwise havehave to any Underwriter or any such officer or director or any controlling person of any such Underwriter.

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 will indemnify and hold harmless each Underwriter and each person person, if any, who controls any such 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 such Underwriter or any of them controlling person 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 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, in the case of the Registration Statement or any amendment thereto, necessary to make the statements therein not misleading and, in the case of the Preliminary Prospectus, the Prospectus or any supplement thereto, necessary to make the statements therein, in light of the circumstances in 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 any Preliminary Prospectus, the Registration Statement or 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 specifically you 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 Company Wachovia 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 statement or in any amendment thereofthereof filed prior to the date hereof, or in the Registration Statement or the Prospectus, or the Prospectus as amended or supplemented, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof Issuer Free Writing Prospectus or supplement theretoany “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) the Company Wachovia 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 Wachovia by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereofProspectus, or the Prospectus as amended or supplemented, or in any Preliminary Prospectus, or any Issuer Free Writing Prospectus, or in the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee, 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 was not receive sent or given 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 Wachovia may otherwise have.

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 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 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 indemnify, defend and hold harmless each Underwriter the Sales Agents, the Forward Sellers and each the Forward Purchasers and their respective affiliates, directors, officers, employees and agents and any person who controls any Underwriter a Sales Agent, a Forward Seller or a Forward Purchaser within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act Act, and the successors and assigns of all of the foregoing persons, from and against any and all lossesloss, claimsdamage, damages expense, liability or liabilitiesclaim (including the reasonable cost of investigation) which, joint jointly or severalseverally, to which they a Sales Agent, a Forward Seller or a Forward Purchaser or any of them such person may become subject incur under the Act, the Exchange Act or other Federal or state statutory law or regulationAct, at the common law or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability or liabilities (or actions in respect thereof) arise claim 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 the Registration Statement as amended by any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any post-effective amendment thereof by the Company) or supplement thereto, or arise arises out of or are is 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, except insofar as incurred, by them in connection with investigating or defending any such loss, claimdamage, damageexpense, 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 claim 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 of a material fact contained in, and in conformity with written information furnished to the Company in writing by or on behalf of any Underwriter through a Sales Agent or a Forward Seller, as the Representatives specifically case may be, to the Company expressly for use in, the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with the preparation thereofsuch information, which material fact was not contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii) such indemnity any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 7 being deemed to include any Basic Prospectus, the Prospectus Supplement, the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any “issuer information” (as defined in Rule 433 under the Act) of the Company or in any Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any Preliminary such Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting Permitted Free Writing Prospectus, insofar as any such loss, claimdamage, damage expense, liability or liability purchased the Securities which are the subject thereof if such person did not receive a copy claim arises out 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 is based upon 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, and in conformity with information furnished in writing by or on behalf of a Sales Agent or a Forward Seller, as the case may be, to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in such Preliminary Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was corrected not contained in such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading; it being understood and agreed upon that such information as of the date hereof shall consist solely of the legal name of each of the Sales Agents and the Forward Sellers under the caption “Plan of Distribution” in the Prospectus Supplement dated the date hereof. If any action, suit, proceeding or investigation (together, a “Proceeding”) is brought against a Sales Agent, a Forward Seller or a Forward Purchaser or any such person in respect of which indemnity may be sought against the Prospectus as supplemented prior Company pursuant to the confirmation foregoing paragraph, such Sales Agent, such Forward Seller or such Forward Purchaser or such person shall promptly notify the indemnifying party in writing of the sale institution of such Securities Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such person). This indemnity agreement will be in addition indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to such Sales Agent, such Forward Seller or such Forward Purchaser or any such person or otherwise except to the extent the Company was materially prejudiced by such omission. Such Sales Agent, such Forward Seller or such Forward Purchaser or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Sales Agent, such Forward Seller or such Forward Purchaser or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company, and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless such Sales Agent, such Forward Seller or such Forward Purchaser, as the case may be, and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Company to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the Company agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by the Company of the aforesaid request, (ii) the Company shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. The Company shall not, 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 may be a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or culpability or a failure to act, by or on behalf of such indemnified party.

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 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 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 any Preliminary Prospectus or the Prospectus, Prospectus or in any amendment thereof or supplement thereto, or arise out of (B) any application or are other document, or any 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 or any securities association or securities exchange (each an "Application"); or (iii) the omission or alleged omission to state therein a in the Registration Statement or any amendment thereto, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or any Application, 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 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, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any Application in reliance upon and in conformity with written information furnished to the Company by any Underwriter. The Company will not, without the prior written consent of each Underwriter, settle or on behalf compromise or consent to the entry of any Underwriter through the Representatives specifically for use judgment in connection with the preparation thereofany pending or threatened claim, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter action, suit or proceeding (or any person controlling related cause of action or portion thereof) in respect of which indemnification may be sought hereunder (whether or not such Underwriter) from whom the person asserting any Underwriter is a party to such loss, claim, damage action, suit or liability purchased the Securities which are the subject thereof if proceeding), unless such person did not receive a copy of the Prospectus (settlement, compromise or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale consent includes an unconditional release 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 Underwriter from all liability arising out of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveclaim, action, suit or proceeding or related cause of action or portion thereof.

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 indemnify and hold harmless each Underwriter Underwriter, and each person person, if any, who controls any Underwriter within the meaning of either the Securities Act or and the Exchange Act Act, against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which they such Underwriter or any of them such controlling person may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) 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 Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities as originally filed or in any amendment thereofAct, 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 therefrom of 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 each Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each Underwriter and each such indemnified party controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by Banc of America Securities LLC) as such expenses are reasonably incurred by such Underwriter or other expenses reasonably incurred, as incurred, by them such controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such loss, claim, damage, liability liability, expense or action; provided, however, that (i) the Company will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising 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 any Underwriter through the Representatives specifically for use or is based upon statements 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) omissions 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 (or Registration Statement which shall constitute the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation Statement of Eligibility and Qualification of the sale of such Securities to such person in any case where such delivery is required by Trustee (Form T-1) under the Trust Indenture 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 The indemnity agreement will set forth in this Section 7(a) shall be in addition to any liability which liabilities that 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 under the Securities Act or and the Exchange Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilitiesexpense, joint or severalas incurred, to which they such Underwriter or any of them such controlling person may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) 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 Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities as originally filed or in any amendment thereofAct, 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 therefrom of 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 Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each Underwriter and each such indemnified party controlling person for any legal and all expenses (including the fees and disbursements of counsel chosen by Banc of America Securities LLC) as such expenses are reasonably incurred by such Underwriter or other expenses reasonably incurred, as incurred, by them such controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such loss, claim, damage, liability liability, expense or action; provided, however, that (i) the Company will foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising 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 The indemnity agreement will set forth in this Section 8(a) shall be in addition to any liability which liabilities that the Company may otherwise have.