Common use of Indemnification and Contribution Clause in Contracts

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement), or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, 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) (1) 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, the Statutory Prospectus, the Prospectus, any “roadshow” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability liability, action, litigation, investigation or actionproceeding whatsoever (whether or not such indemnified party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representative specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts last sentence of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter, its affiliates and their respective partners, directors and officers, 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, 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 Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment or supplement (when considered together with the document to the Registration Statement)which such supplement relates) thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in Preliminary Prospectus, Pricing Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus, or any amendment thereofor supplement (when considered together with the document to which such supplement relates) thereto, 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 therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably 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 shall not be liable in any such case to the extent that any such loss, claim, damage, 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 (amade in any Preliminary Prospectus, any Issuer Free Writing Prospectus, Pricing Prospectus, the Registration Statement or the Final Prospectus, or any such amendment or supplement(s) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf any Underwriter of such Underwriter specifically the applicable Securities through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havetherein.

Indemnification and Contribution. (a) The Company agrees to Depositor and MBFS USA will, jointly and severally, indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of 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 against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter or any of them other indemnified person may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained or incorporated in the Registration Statement (Statement, the Form ABS-15G Report, the Time of Sale Information, the Road Show Materials or the Prospectus or any amendment to the Registration Statement)or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom to state in the Registration Statement, the Form ABS-15G Report, the Time of Sale Information, the Road Show Materials or the Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Underwriter Information or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package a Permitted Underwriter Communication or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon 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; provided, andhowever, that this subsection (ii) shall not apply to untrue statements, alleged untrue statements, omissions and alleged omissions contained in each casea Permitted Underwriter Communication that result from or are based upon errors or omissions in the Issuer Information, agrees to reimburse and will reimburse, as incurred, each such indemnified party for any legal or other costs or expenses reasonably incurred by them it in connection with investigating investigating, preparing, 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 . The remedies provided for in this Section 11 are not exclusive and shall not limit any rights or remedies which may otherwise 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 (a) made therein in reliance upon, and in conformity with, written information relating available to any Underwriter furnished to the Company by indemnified party at law or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveequity.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriterthe Manager, its affiliates and their respective directors and the directors, officers, employees and agents of the Manager and each person who controls any Underwriter the Manager within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to for the Registration Statement), or arise out registration of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Shares as originally filed or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or 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 of a material fact contained in any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Act, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter the Manager specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter Underwriter, within the meaning of either Section 15 of the Securities 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 may become subject under the Securities 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) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (as originally filed or in any amendment to the Registration Statement), thereof or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in Basic Prospectus, any Preliminary Final Prospectus, the Time of Sale Prospectus, the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus Prospectus, including those set forth on Schedule II or any amendment thereof, III hereof or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, . The Company agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case arising in connection with this Section 10 to the extent that any such loss, claim, damage, damage or liability (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, 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) (1) 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, the Statutory Prospectus, the Prospectus, any “roadshow” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionaction (whether or not such indemnified party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts last sentence of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company Each of the Company, TW NY and TWE agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Base Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, the Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) none of the Company shall not Company, TW NY or TWE will 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Company, TW NY or TWE by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company Company, TW NY or TWE may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, 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) (1) 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, the Statutory Prospectus, the Prospectus, any “roadshow” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionaction (whether or not such indemnified party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representative specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts last sentence of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter, its affiliates and their respective partners, directors and officers, 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 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 Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment or supplement (when considered together with the document to the Registration Statement)which such supplement relates) thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in Preliminary Prospectus, Pricing Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus, or any amendment thereofor supplement (when considered together with the document to which such supplement relates) thereto, 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 therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably 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 shall not be liable in any such case to the extent that any such loss, claim, damage, 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 (amade in any Preliminary Prospectus, any Issuer Free Writing Prospectus, Pricing Prospectus, the Registration Statement or the Final Prospectus, or any such amendment or supplement(s) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf any Underwriter of such Underwriter specifically the applicable Securities through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havetherein.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) 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 to thereof, or in the Registration Statement)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 therefrom (in the case of any Computational Materials or ABS Term Sheets in respect of which the Company agrees to indemnify any Underwriter, as set forth below, when such are read in conjunction with the Final Prospectus) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein (A) in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in connection with the Registration Statement preparation thereof or (or B) in any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (Current Report or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld)thereof, except to the extent that any untrue statement or alleged untrue statement therein results (or is alleged to have resulted) directly from an error (a "Collateral Error") in the information concerning the Mortgage Loans furnished by the Company to any Underwriter in writing or by electronic transmission that was used in the preparation of any Computational Materials or ABS Term Sheets included in such consent Current Report (or amendment or supplement thereof), (ii) such indemnity with respect to the Basic Prospectus or any Preliminary Final Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus as amended or supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Basic Prospectus or any Preliminary Final Prospectus was corrected in the Final Prospectus (or the Final Prospectus as amended or supplemented), and (iii) such indemnity with respect to any Collateral Error shall not required pursuant inure to Section 6(dthe benefit of any Underwriter (or any person controlling any Underwriter) hereoffrom whom the person asserting any loss, claim, damage or liability received any Computational Materials or ABS Term Sheets that were prepared on the basis of such Collateral Error, if, prior to the time of confirmation of the sale of the Securities to such person, the Company notified such Underwriter in writing of the Collateral Error or provided in written or electronic form information superseding or correcting such Collateral Error (in any such case, a "Corrected Collateral Error"), and such Underwriter failed to notify such person thereof or to deliver such person corrected Computational Materials and/or ABS Term Sheets, as applicable. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Each of the Company and Holdings, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement), or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) 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 thereto), any Issuer Free Writing Prospectus or the Time of Sale Information, or arise out of or are based upon any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) neither the Company shall not nor Holdings will 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that the Company or Holdings may otherwise have.

Indemnification and Contribution. (a) The Company agrees and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless each Underwriterthe Underwriters, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter the Underwriters, within the meaning of either Section 15 of the Securities 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 may become subject under the Securities 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) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to thereof (including the Registration StatementRule 430B Information), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statement therein not misleading; (ii) arise out of or are based upon any untrue statement or alleged untrue statement of material fact included in any Preliminary Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereof) or the omission or alleged omission therefrom of 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 ; and (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon 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. The Company and Operating Partnership, andjointly and severally, in each case, agrees agree to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall and the Operating Partnership will not be liable in any such case arising in connection with this Section 7 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 (a) made therein in reliance upon, upon and in conformity with, written information relating to any Underwriter furnished to with the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofUnderwriters Content. This indemnity agreement will be in addition to any liability that liability, which the Company and the Operating Partnership may otherwise have.

Indemnification and Contribution. (a) The Company agrees Partnership Parties jointly and severally agree to indemnify and hold harmless each Underwriter, its the directors, officers, employees and agents of each Underwriter, affiliates and their respective directors and officersof each Underwriter who have, or are alleged to have, participated in the distribution of Units as underwriters, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) 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 Units as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon 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 mademade (with respect to the Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus), not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Partnership Parties 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Partnership by or on behalf of such any Underwriter through the Representatives specifically for use in inclusion therein, it being understood and agreed that the Registration Statement (only such information furnished by or on behalf of any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts Underwriter consists of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if information described as such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to in Section 6(d8(b) hereof. This indemnity agreement will be in addition to any liability that which the Company Partnership Parties may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter, its directors, officers, agents, affiliates and their respective directors and officerseach person, and each person if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter, director, officer, agent, affiliate or any of them 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 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Registration Statement)Act, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, ; or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus (or any amendment thereofor supplement thereto), or arise out of or are based upon 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, in each case, agrees to and will reimburse each such indemnified party Underwriter, director, officer, agent, affiliate or controlling person for any legal or other expenses reasonably 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 shall 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 an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by you, or on behalf of such by any Underwriter through you, specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofpreparation thereof. This The indemnity agreement will set forth in this Section 6(a) shall be in addition to any liability liabilities that the Company may otherwise have.

Indemnification and Contribution. (a) The Each of the Company and Holdings, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus (or in any amendment thereof or supplement thereto or in thereto), any Issuer Free Writing Prospectus or any amendment thereofthe Time of Sale Information, or arise out of or are based upon the any omission or alleged omission therefrom of 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, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) neither the Company shall not nor Holdings will 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that the Company or Holdings may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriterthe Underwriters, its affiliates and their respective affiliates, directors and officersofficers and employees, 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 liabilities, joint or several, liabilities to which they the Underwriters or any of them such person may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Pricing Disclosure Package Package, the Prospectus, or in the Final Prospectus or in any amendment thereof or supplement thereto or in thereto, any Issuer Free Writing Prospectus or any amendment thereof“issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any Section 5(d) Writing, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in order each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Prospectus, or the Pricing Disclosure Package, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any Section 5(d) Writing, 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(iii) in whole or in part, any inaccuracy in each casethe representations and warranties of the Company contained herein, agrees or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse each such indemnified party the Underwriters for any legal or other expenses reasonably incurred by them in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, 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 (a) made therein in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or Statement, the General Pricing Disclosure Package or Package, the Final Prospectus (Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1Securities Act, or any Section 5(d) Writing, in reliance upon and (ii) in conformity with written information furnished to the Company shall not be liable for any loss, liability or expense on behalf of any settlement or compromise of or consent to entry of judgment with respect toUnderwriter by the Representative specifically for use in the preparation thereof, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto which written information is effected without the prior written consent of the Company (which consent shall not be unreasonably withhelddescribed in Section 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees Issuers agree, jointly and severally, to indemnify and hold harmless each Underwriter, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other U.S. Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (Statement, or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; or (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Base Prospectus, any Preliminary Prospectus or in any other preliminary prospectus supplement relating to the Securities, the Final Prospectus or any Issuer Free Writing Prospectus, any information of the Issuers that the Company has filed or is required to file pursuant to Rule 433(d) under the Act, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, ; and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Issuers 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in inclusion therein, it being understood and agreed that the Registration Statement (only such information furnished by or on behalf of any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts Underwriter consists of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if information described as such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldin Section 8(b), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that which the Company Issuers may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, 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) (1) 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, the Statutory Prospectus, the Prospectus, any “roadshow” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability liability, action, litigation, investigation or actionproceeding whatsoever (whether or not such indemnified party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts last sentence of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement), or arise out of or are based upon the an omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereoffact, or arise out of or are based upon the an omission or alleged omission therefrom of to state a material fact required to be stated or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading, andin any Preliminary Prospectus, the Final Prospectus, or in each caseany amendment or supplement thereto, or in any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveinclusion therein.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any subsequent amendment thereof, or in the Base Prospectus, any Preliminary Prospectus or any amendment other preliminary prospectus supplement relating to the Registration Statement)Securities, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheets required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter, its affiliates and their respective directors and directors, officers, agents and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter, director, officer, agent or any of them 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 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Registration Statement)Act, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, ; or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus (or any amendment thereofor supplement thereto), or arise out of or are based upon 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, in each case, agrees to and will reimburse each such indemnified party Underwriter, director, officer, agent or controlling person for any legal or other expenses reasonably 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 shall 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 an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by you, or on behalf of such by any Underwriter through you, specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofpreparation thereof. This The indemnity agreement will set forth in this Section 6(a) shall be in addition to any liability liabilities that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the affiliates, directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Base Prospectus, any Preliminary Prospectus, the Final Prospectus, or any Issuer Free Writing Prospectus or the information contained in the Final Prospectus final term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representative specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to Depositor and MBFS USA will, jointly and severally, indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of 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 against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter or any of them other indemnified person may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained or incorporated in the Registration Statement (Statement, the Time of Sale Information, the Road Show Materials or the Prospectus or any amendment to the Registration Statement)or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom to state in the Registration Statement, the Time of Sale Information, the Road Show Materials or the Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Underwriter Information or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package a Permitted Underwriter Communication or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon 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; provided, andhowever, that this subsection (ii) shall not apply to untrue statements, alleged untrue statements, omissions and alleged omissions contained in each casea Permitted Underwriter Communication that result from or are based upon errors or omissions in the Issuer Information, agrees to reimburse and will reimburse, as incurred, each such indemnified party for any legal or other costs or expenses reasonably incurred by them it in connection with investigating investigating, preparing, 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 . The remedies provided for in this Section 11 are not exclusive and shall not limit any rights or remedies which may otherwise 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 (a) made therein in reliance upon, and in conformity with, written information relating available to any Underwriter furnished to the Company by indemnified party at law or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveequity.

Indemnification and Contribution. (a) The Company agrees Partnership Parties agree, jointly and severally, to indemnify and hold harmless each UnderwriterManager, its affiliates affiliates, directors, officers, employees and their respective directors and officersagents, and each person who controls any Underwriter Manager within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus, any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus (a “Non-Prospectus Road Show”) or any amendment to the Registration Statement)Issuer Free Writing Prospectus, or arise out of in any amendment thereof or are based upon supplement thereto, (ii) the omission or alleged omission therefrom of to state in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2iii) arise out of or based upon any untrue statement the omission or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or omission to state in any amendment thereof Prospectus, any Non-Prospectus Road Show or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Partnership Parties 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Partnership Parties by or on behalf of such Underwriter the Managers specifically for use in inclusion therein, it being understood and agreed that the Registration Statement (only such information furnished by or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts on behalf of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent Managers consists of the Company (which consent shall not be unreasonably withheld), except to the extent that information described as such consent is not required pursuant to in Section 6(d7(b) hereof. This indemnity agreement will be in addition to any liability that which the Company Partnership Parties may otherwise have.

Indemnification and Contribution. (a) The Company Each Issuer, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement (registration statement for the registration of the Securities as originally filed or in any amendment to the Registration Statement), thereof or arise out of or are based upon the omission or alleged omission therefrom of 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, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, or (2ii) arise out of the Base Prospectus, any Preliminary Prospectus or based upon any untrue statement other preliminary prospectus supplement relating to the Securities, the Final Prospectus, any Issuer Free Writing Prospectus or alleged untrue statement of a material fact the information contained in the General Disclosure Package or in the Final Prospectus final term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereinstatements, in the light of the circumstances under in which they were made, therein not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Issuers 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that the Company which any Issuer may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other Federal Federal, state or state foreign statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 430C under the Registration Statement)Securities Act, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading, ; or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus, the Disclosure Package, the Prospectus (or any amendment thereofor supplement thereto), or arise out of the Final Term Sheet or are based upon the omission or alleged omission therefrom of a material fact fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, written with information relating to any Underwriter furnished in writing to the Company by or on behalf of such any Underwriter specifically expressly for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or Statement, the General Disclosure Package or Package, the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to Depositor and MBFS USA will, jointly and severally, indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of 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 against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter or any of them other indemnified person may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained or incorporated in the Registration Statement (Statement, the Form ABS-15G Report, the Time of Sale Information, the Road Show Materials or the Prospectus or any amendment to the Registration Statement)or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom to state in the Registration Statement, the Form ABS-15G Report, the Time of Sale Information, the Road Show Materials or the Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Underwriter Information or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package a Permitted Underwriter Communication or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon 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; provided, andhowever, that this subsection (ii) shall not apply to untrue statements, alleged untrue statements, omissions and alleged omissions contained in each casea Permitted Underwriter Communication that result from or are based upon errors or omissions in the Issuer Information, agrees to reimburse and will reimburse, as incurred, each such indemnified party for any legal or other costs or expenses reasonably incurred by them it in connection with investigating investigating, preparing, 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 . The remedies provided for in this Section 11 are not exclusive and shall not limit any rights or remedies which may otherwise 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 (a) made therein in reliance upon, and in conformity with, written information relating available to any Underwriter furnished to the Company by indemnified party at law or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveequity.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless the Underwriters and each Underwriterdealer chosen by the Representative that participates in the offer and sale of the Securities (each a “Selected Dealer”), its affiliates and their respective affiliates, directors and officersofficers and employees, 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 damages, expenses or liabilities, joint liabilities whatsoever whether arising out of any action between the Underwriters and the Company; between any of the Underwriters and any third party or severalotherwise, to which they the Underwriters or any of them such person may become subject subject, under the Securities Act, the Exchange Act, Act or any other Federal statute 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) (1) 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 (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Pricing Disclosure Package Package, the Prospectus, or in the Final Prospectus or in any amendment thereof or supplement thereto or in thereto, any Issuer Free Writing Prospectus or any amendment thereof“issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any Section 5(d) Writing, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in order each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Prospectus, or the Pricing Disclosure Package, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any Section 5(d) Writing, 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(iii) in whole or in part, any inaccuracy in each casethe representations and warranties of the Company contained herein, agrees or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will promptly reimburse each such indemnified party the Underwriters for any legal or other expenses reasonably incurred by them in connection with investigating evaluating, investigating, preparing or defending any against such litigation (commenced or threatened), loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, 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 (a) made therein in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or Statement, the General Pricing Disclosure Package or Package, the Final Prospectus (Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1Securities Act, or any Section 5(d) Writing, in reliance upon and (ii) in conformity with written information furnished to the Company shall not be liable for any loss, liability or expense on behalf of any settlement or compromise of or consent to entry of judgment with respect toUnderwriter by the Representative specifically for use in the preparation thereof, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto which written information is effected without the prior written consent of the Company (which consent shall not be unreasonably withhelddescribed in Section 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each the Underwriter, its affiliates and their respective affiliates, directors and officersofficers and employees, and each person person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they or any of them such party may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Time of Sale Disclosure Package or in Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus Prospectus, or in any amendment thereof or supplement thereto or in thereto, any Issuer Free Writing Prospectus Prospectus, or the Marketing Materials or in any amendment thereofother materials used in connection with the offering of the Shares, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and(iii) in whole or in part, any inaccuracy in each caseor breach of the representations and warranties of the Company contained herein, agrees or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse each such indemnified party for any legal or other expenses reasonably incurred by them such party in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company such indemnity shall not be liable inure to the benefit of the Underwriter (or any person controlling the Underwriter) in any such case to the extent that any such loss, claim, 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 (a) made therein in the Registration Statement, the Time of Sale Disclosure Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such the Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made preparation thereof, which written information is set forth in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldSection 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or in the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, or any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, (ii) with respect to the Registration Statement), Statement or arise out of or are based upon in any amendment thereof the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2iii) arise out of with respect to any Preliminary Prospectus, or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus Prospectus, or any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they such statements were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representative specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees Offerors jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of 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 Securities 1933 Act, the Exchange Act, 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) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (as originally filed or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus Prospectus, or any amendment or supplement thereof, or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Offerors 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Offerors by or on behalf of such any Underwriter through the Representative specifically for use inclusion in the 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 1939 Act of any Trustee, and (ii) such indemnity with respect to the Basic Prospectus or the Final Prospectus shall not inure to the benefit of any Underwriter (or any amendment theretoperson controlling such Underwriter) from whom the person asserting any such loss, claim, damage or any Issuer Free Writing Prospectus (or any amendment thereto) or liability purchased the General Disclosure Package or Capital Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or any amendment the Final Prospectus as amended or supplement theretosupplemented) excluding documents incorporated therein by reference at or (b) made in those parts prior to the confirmation of the Registration Statement constituting a Statement sale of Eligibility under such Capital Securities to such person in any case where such delivery is required by the TIA 1933 Act and the untrue statement or omission of a trustee on Form T-1, and (ii) material fact contained in any preliminary Final Prospectus was corrected in the Company shall not be liable for any loss, liability Final Prospectus or expense of any settlement the Final Prospectus as amended or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofsupplemented. This indemnity agreement will be in addition to any liability that which the Company Offerors may otherwise have.

Indemnification and Contribution. (a) The Company agrees Each of the BreitBurn Parties hereby agrees, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates and their respective directors agents participating in this offering (a “Participating Affiliate”), directors, officers and officers, employees 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 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 Units), to which they that Underwriter, Participating Affiliate, director, officer, employee or any of them 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 Act 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) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement (or any amendment to Preliminary Prospectus, the Registration Statement), the Prospectus or arise out in any amendment or supplement thereto, (B) any Issuer Free Writing Prospectus or in any amendment or supplement thereto or (C) any Permitted Issuer Information used or referred to in any “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) used or are based upon referred to by any Underwriter, (D) any “road show” (as defined in Rule 433 of the Rules and Regulations) not constituting an Issuer Free Writing Prospectus (a “Non-Prospectus Road Show”) or (ii) the omission or alleged omission therefrom of a to state in the Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information or any Non-Prospectus Road Show, any material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon 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 mademade (other than with respect to the Registration Statement), not misleading, and, in each case, agrees to and shall reimburse each Underwriter and each such indemnified party Participating Affiliate, director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by them that Underwriter, Participating Affiliate, director, officer, employee or 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 BreitBurn Parties shall not be liable in any such case to the extent that any such loss, claim, 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 (a) made therein in the Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any such amendment or supplement thereto or in any Permitted Issuer Information or any Non-Prospectus Road Show, in reliance upon, upon and in conformity with, with written information relating to any concerning such Underwriter furnished to the Company Partnership through the Representatives by or on behalf of such any Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts inclusion therein, which information consists solely of the Registration Statement constituting a Statement of Eligibility under information specified in Section 8(e). In the TIA of a trustee on Form T-1, event that it is finally judicially determined that the Underwriters were not entitled to receive payments for legal and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required other expenses pursuant to Section 6(d) hereofthis subparagraph, the Underwriters will promptly return all sums that had been advanced pursuant hereto. This The foregoing indemnity agreement will be is in addition to any liability that the Company BreitBurn Parties may otherwise havehave to any Underwriter or to any Participating Affiliate, director, officer, employee or controlling person of that Underwriter.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement), or arise out of or are based upon the an omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereoffact, or arise out of or are based upon the an omission or alleged omission therefrom of to state a material fact required to be stated or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading, andin any Preliminary Prospectus, the Final Prospectus, or in each caseany amendment or supplement thereto, or in any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in inclusion therein, it being understood and agreed that the Registration Statement (only such information furnished by or on behalf of any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts Underwriter consists of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if information described as such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to in Section 6(d8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates and their respective affiliates, directors and officersofficers and employees, 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 or liabilities, joint or several, liabilities to which they or any of them such party may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rule 430A of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Time of Sale Disclosure Package Package, the Prospectus, or in the Final Prospectus or in any amendment thereof or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or in the Prospectus), or any Issuer Free Writing Prospectus or any amendment thereofWritten Testing-the-Waters Communication or the Marketing Materials, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and(iii) in whole or in part, any inaccuracy in each casethe representations and warranties of the Company contained herein, agrees or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse each the such indemnified party for any legal or other expenses reasonably incurred by them such party in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or actionaction (or any legal or other expense reasonably incurred in connection with the evaluation, investigation or defense thereof); provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, 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 (a) made therein in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such the related Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made preparation thereof, which written information is described in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldSection 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement), or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading, or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Base Prospectus, the Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the Final Prospectus final term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company may otherwise havehave and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party.

Indemnification and Contribution. (a) The Company agrees to CareTrust and the Operating Partnership shall, jointly and severally, indemnify and hold harmless each Underwriter, its affiliates and affiliates, their respective directors officers, directors, employees and officersagents, and each person person, if any, who controls any Underwriter such indemnified party within the meaning of either Section 15 of the Securities 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 Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment to the Registration Statement), or arise out of supplement thereto or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the General Disclosure Package or in the Final Time of Sale Prospectus or in the Prospectus, or any amendment thereof or supplement thereto thereto, or in any Issuer Free Writing Prospectus or any amendment thereof“issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act Regulations, or arise out of or are based upon the omission or alleged omission therefrom of 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, in each case, agrees to and will reimburse each such indemnified party for any legal or other expenses reasonably incurred by them such indemnified party in connection with investigating or defending against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company CareTrust shall 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 an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or Statement, any amendment thereto) or any Issuer Free Writing preliminary prospectus, the Time of Sale Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (Prospectus, or any amendment or supplement thereto) , or (b) made any Issuer Free Writing Prospectus, in those parts reliance upon and in conformity with written information furnished to CareTrust by an Underwriter expressly for inclusion therein, which information consists solely of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to information described in Section 6(d7(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates and their respective affiliates, directors and officersofficers and employees, 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 or liabilities, joint or several, liabilities to which they or any of them such party may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Time of Sale Disclosure Package or in Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus Prospectus, or in any amendment thereof or supplement thereto or in thereto, any Issuer Free Writing Prospectus Prospectus, or the Marketing Materials or in any amendment thereofother materials used in connection with the offering of the Securities, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and(iii) in whole or in part, any inaccuracy in each casethe representations and warranties of the Company contained herein, agrees or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse each such indemnified party for any legal or other expenses reasonably incurred by them such party in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company such indemnity shall not be liable inure to the benefit of any Underwriter (or any person controlling such Underwriter) in any such case to the extent that any such loss, claim, 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 (a) made therein in the Registration Statement, the Time of Sale Disclosure Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such the related Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made preparation thereof, which written information is described in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldSection 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) A. The Company Depositor agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, Underwriter and each person person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all 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 Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act 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) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Prospectus, or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon (iv) the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, agrees to misleading and shall reimburse such Underwriter and each such indemnified party controlling person promptly upon demand for any legal or other expenses reasonably 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 Depositor shall not be liable in any such case to the extent that any such loss, claim, 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 (a) 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, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Depositor by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This The foregoing indemnity agreement will be is in addition to any liability that which the Company Depositor may otherwise havehave to any Underwriter or any controlling person of any of such Underwriter. 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(I) hereof.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject (including 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 Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such specifically including losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment to the Registration Statement)or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a any material fact contained in the General Disclosure Package or in the Final any Preliminary Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing the Prospectus or any amendment thereofor supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, 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 (a) made therein in the Registration Statement, such Preliminary Prospectus or the Prospectus, or any such amendment or supplement thereto, in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by such Underwriter, directly or on behalf of such Underwriter through you, specifically for use in the Registration Statement (preparation thereof and, provided further that the indemnity agreement provided in this Section 8(a) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages, liabilities or actions based upon any amendment thereto) untrue statement or any Issuer Free Writing Prospectus (alleged untrue statement of material fact or any amendment thereto) omission or alleged omission to state therein a material fact purchased Shares, if a copy of the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that available at the time) in which such consent untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Act and the Rules and Regulations, unless such failure is not required pursuant to the result of noncompliance by the Company with Section 6(d4(d) hereof. The indemnity agreement in this Section 8(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 or the Exchange Act. This indemnity agreement will shall be in addition to any liability liabilities that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or in the Base Prospectus, any Preliminary Prospectus or any amendment other preliminary prospectus supplement relating to the Registration Statement)Notes, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use inclusion therein, it being understood and agreed that the only such information consists of the information described as such in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or subsection (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofbelow. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriterthe Dealer Manager, its affiliates and their respective directors and the directors, officers, employees and agents of the Dealer Manager and each person who controls any Underwriter the Dealer Manager within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them the Dealer Manager may become subject under the Securities Act, the Exchange Act, Act or other Federal federal, state or state foreign statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) relate to, arise out of of, or are based upon (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statementor supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Preliminary Prospectus, the Prospectus, the accompanying letter of transmittal and consent, the Schedule TO, the Rule 165 Material, the notice of guaranteed delivery, and all other documents filed or to be filed with any federal, state or local government or regulatory agency or authority in connection with the Final Prospectus Exchange Offer or in any amendment thereof the Consent Solicitation, each as prepared or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofapproved by the Company, or arise out of or are based upon 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(3) the Company’s failure to make or consummate the Exchange Offer or the withdrawal, rescission, termination, amendment or extension of the Exchange Offer or any failure on the Company’s part to comply with the terms and conditions contained in each casethe Offering Documents, (4) any action or failure to act by the Company or its respective directors, officers, agents or employees or by any indemnified party at the request or with the consent of the Company, or (5) otherwise related to or arising out of the Dealer Manager’s engagement hereunder or any transaction or conduct in connection therewith, except that clauses (3), (4) and (5) shall not apply with respect to the portion of any losses that are finally judicially determined by a court of competent jurisdiction to have resulted primarily from the bad faith, gross negligence or willful misconduct of such indemnified party, and in the case of clause (1), (2), (3) or (4) of this sentence, the Company agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Offering Documents, or in any amendment thereof or supplement thereto, in reliance upon, upon and in conformity with, written information relating to any Underwriter furnished to with the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofDealer Manager Information. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (as originally filed or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus Prospectus, or any amendment or supplement thereof, or arise out of or are based upon the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use inclusion in the Registration Statement or Final Prospectus or any amendment or supplement thereof, and (ii) such indemnity with respect to the Basic Prospectus or the Final Prospectus shall not inure to the benefit of any Underwriter (or any amendment theretoperson controlling such Underwriter) from whom the person asserting any such loss, claim, damage or any Issuer Free Writing Prospectus (or any amendment thereto) or liability purchased the General Disclosure Package or Shares which are the subject thereof if such person did not receive a copy of the Final Prospectus (or any amendment the Final Prospectus as amended or supplement theretosupplemented) excluding documents incorporated therein by reference at or (b) made in those parts prior to the confirmation of the Registration Statement constituting a Statement sale of Eligibility under such Shares to such person in any case where such delivery is required by the TIA Act and the untrue statement or omission of a trustee on Form T-1, and (ii) material fact contained in the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation Basic Prospectus or any pending preliminary Final Prospectus was corrected in the Final Prospectus (or threatened governmental agency investigation the Final Prospectus as amended or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldsupplemented), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company Depositor agrees to indemnify and hold harmless each Underwriter, Underwriter (including Prudential Securities Incorporated acting in its affiliates capacity as Representative and their respective directors and officersas one of the Underwriters), 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 1933 Act, 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 under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement (Statement, any Preliminary Prospectus, the Prospectus, or any amendment to the Registration Statement)or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each Underwriter and each such indemnified party controlling person for any legal or other expenses reasonably incurred by them such Underwriter or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Depositor 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 (a) made therein in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or Statement, any amendment thereto) or any Issuer Free Writing Preliminary Prospectus, the Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement theretothereto in reliance upon and in conformity with (1) written information furnished to the Depositor by any Underwriter through the Representative specifically for use therein or (b2) made in those parts of information regarding the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), Mortgage Loans except to the extent that such consent is not required pursuant to Section 6(d) hereofthe Depositor has been indemnified by the Seller, under the Purchase and Sale Agreement, or the Servicer, under the Pooling and Servicing Agreement. This indemnity agreement will be in addition to any liability that which the Company Depositor may otherwise have.

Indemnification and Contribution. (a) The Company agrees to shall indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, as incurred, to which they or any of them such Underwriter may become subject subject, under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage or liabilities liability (or actions action in respect thereof) (1) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement made by the Company in Section 1 hereof; or (ii) any untrue statement or alleged untrue statement of a material fact contained (A) in the Registration Statement (Statement, any Pre-Effective Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment to the Registration Statement)or supplement thereto, or arise out of (B) in any blue sky application or are other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, documents or information being hereinafter called a “Blue Sky Application”); or (iii) the omission or alleged omission therefrom of to state in the Registration Statement or any amendment thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, andor the omission or alleged omission to state in any Pre-Effective Prospectus, the Effective Prospectus, the Final Prospectus or any supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in each casethe light of the circumstances under which they were made, agrees to not misleading; and shall reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, except that (i) the Company shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company through the Representative by or on behalf of such any Underwriter specifically for use in the preparation of the Registration Statement (or Statement, any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or Pre-Effective Prospectus, the General Disclosure Package or Effective Prospectus, the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveBlue Sky Application.

Indemnification and Contribution. (a) The Company agrees and Holding, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment to the Registration Statement)Prospectus, or arise out of or are based upon caused by the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to ; and will reimburse each such indemnified party Underwriter and person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act for any legal or other expenses reasonably incurred by them the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) neither the Company shall not nor Holding will 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company or Holding as herein stated by or on behalf of such Underwriter the Underwriters specifically for use in connection with the Registration Statement preparation thereof (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1“Underwriters’ Information”), and (ii) the Company such indemnity with respect to any Corrected Statement (as defined below) in such Prospectus (or supplement thereto) shall not be liable for inure to the benefit of any Underwriter (or any person controlling the Underwriter) from whom the person asserting any loss, claim, damage or liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding purchased the Offered Notes that are the subject thereof if such settlement person was not sent a copy of a supplement to such Prospectus at or compromise of or consent prior to entry of judgment with respect thereto is effected without the prior written consent confirmation of the sale of such Offered Notes and the untrue statement or omission of a material fact contained in such Prospectus (or supplement thereto) was corrected (a “Corrected Statement”) in such other supplement and such supplement was furnished by the Company (which consent shall not be unreasonably withheld), except or Holding to the extent that Underwriters prior to the delivery of such consent is not required pursuant to Section 6(d) hereofconfirmation. This indemnity agreement will be in addition to any liability that which the Company or Holding may otherwise have. Each Underwriter agrees to indemnify and hold harmless the Company, Holding, each of their respective directors and officers who signs the Registration Statement relating to the Offered Notes, and each person who controls the Company or Holding within the meaning of the Act or the Exchange Act to the same extent as the foregoing indemnities from the Company and Holding to the Underwriter, but only with reference to written information furnished to the Company or Holding by or on behalf of the Underwriter specifically for use in the preparation of the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which the Underwriter may otherwise have. Each of the Company and Holding acknowledges that the statements set forth on the cover page of the Prospectus Supplement on the line across from “Price to public,” in the table listing the Class A Underwriters and the Principal Amount of Class A Notes under the heading “Underwriting” in the Prospectus Supplement, in the table listing the Class B Underwriters and the Principal Amount of Class B Notes and under the heading “Underwriting” in the Prospectus Supplement, in the table listing the Class C Underwriters and the Principal Amount of Class C Notes and under the heading “Underwriting” in the Prospectus Supplement, in the table following the third paragraph under the heading “Underwriting” in the Prospectus Supplement and in the penultimate paragraph under the heading “Underwriting” in the Prospectus Supplement constitute the information furnished in writing by or on behalf of the Underwriters for inclusion in the Prospectus, and the Underwriters confirm that such statements are correct.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each the Underwriter, its affiliates and their respective affiliates, directors and officersofficers and employees, and each person person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they the Underwriter or any of them such person may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement 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, (ii) any untrue statement or alleged untrue statement of a material fact contained in any amendment materials or information provided to investors by, or with the Registration Statementapproval of, the Company in connection with the marketing of the offering of the Common Stock, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Materials”), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, misleading or (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Prospectus (or in the Final Prospectus or in any amendment thereof or supplement thereto or in thereto), any Issuer Free Writing Prospectus or any amendment thereofthe Time of Sale Disclosure Package, or arise out of or are based upon the caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party the Underwriter for any legal or other expenses reasonably incurred by them it in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, 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 (a) made therein in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such the Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havepreparation thereof.

Indemnification and Contribution. (a) The Company agrees Issuers agree, jointly and severally, to indemnify and hold harmless each Underwriter, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, Act or other U.S. Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Base Prospectus, any Preliminary Prospectus or in any other preliminary prospectus supplement relating to the Securities, the Final Prospectus or any Issuer Free Writing Prospectus, any information of the Issuers that the Partnership has filed or is required to file pursuant to Rule 433(d) under the Act, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise arising out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Issuers 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Partnership by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company Issuers may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter, each person or entity who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, 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) (1) 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, the Statutory Prospectus, the Prospectus, any “roadshow” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionaction (whether or not such indemnified party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts last sentence of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriterthe Underwriters, its affiliates and their respective affiliates, directors and officersofficers and employees, and each person person, if any, who controls any Underwriter the Underwriters 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 liabilities, joint or several, liabilities to which they or any of them such party may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Time of Sale Disclosure Package or in Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus Prospectus, or in any amendment thereof or supplement thereto or in thereto, any Issuer Free Writing Prospectus Prospectus, or any amendment thereofthe Marketing Materials, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to misleading and will reimburse each such indemnified party for any actual and documented legal or other expenses reasonably incurred by them such party in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company such indemnity shall not be liable inure to the benefit of the Underwriters (or any person controlling the Underwriters) in any such case to the extent that any such loss, claim, 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 (a) made therein in the Registration Statement, the Time of Sale Disclosure Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter the related Underwriters specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made preparation thereof, which written information is described in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldSection 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, 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) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any subsequent amendment to the Registration Statement), thereof or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Base Prospectus, any Preliminary Prospectus or in any other preliminary prospectus supplement relating to the Securities, the Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or any Road Show, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of 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, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in inclusion therein, it being understood and agreed that the Registration Statement (only such information furnished by or on behalf of any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts Underwriter consists of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if information described as such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldin Section 8(b), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which 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 Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such specifically including, but not limited to, losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment to the Registration Statement)or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a any material fact contained in the General Disclosure Package or in the Final any Preliminary Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing the Prospectus or any amendment thereofor supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be -------- ------- liable in any such case to the extent that any such loss, claim, 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 (a) made therein in the Registration Statement, such Preliminary Prospectus or the Prospectus, or any such amendment or supplement thereto, in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by such Underwriter, directly or on behalf of such Underwriter through you, specifically for use in the Registration Statement (preparation thereof and, provided further, that the indemnity agreement provided in this -------- ------- Section 9(a) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages, liabilities or actions based upon any amendment theretountrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Act and the Rules and Regulations, unless such failure is the result of noncompliance by the Company with Section 5(d) or hereof. The indemnity agreement in this Section 9(a) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls any Issuer Free Writing Prospectus (or any amendment thereto) Underwriter within the meaning of the Act or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofExchange Act. This indemnity agreement will shall be in addition to any liability that liabilities which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriterthe Placement Agent, its affiliates and their respective affiliates, directors and officersofficers and employees, and each person person, if any, who controls any Underwriter the Placement Agent 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 liabilities, joint or several, liabilities to which they the Placement Agent or any of them such person may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the most recent time of effectiveness and at any subsequent time pursuant to Rule 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Time of Sale Disclosure Package or in Package, the Final Prospectus Prospectus, or in any amendment thereof or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or in any Issuer Free Writing Prospectus the Final Prospectus) or any amendment thereofroad-show materials, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and(iii) in whole or in part, any inaccuracy in each casethe representations and warranties of the Company contained herein, agrees or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse each such indemnified party the Placement Agent for any legal or other expenses reasonably incurred by them it in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or actionaction (or any legal or other expense reasonably incurred in connection with the evaluation, investigation or defense thereof); provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, 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 (a) made therein in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus, or any amendment or supplement thereto or any road-show materials, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter the Placement Agent specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made preparation thereof, which written information is described in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldSection 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to and the Note --------------------------------- Issuer will, jointly and severally, indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) 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 Certificates as originally filed or in any amendment to thereof, or in the Registration Statement)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 therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) neither the Company shall not nor the -------- ------- Note Issuer will 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Note Issuer by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, (ii) neither the Company nor the Note Issuer will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Note Issuer by or on behalf of the Infrastructure Bank specifically for inclusion therein and (iii) such indemnity with respect to any Preliminary Final Prospectus shall not inure to the benefit of any Underwriter or any person controlling such Underwriter specifically for use in from whom the Registration Statement (person asserting any such loss, claim, damage or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or liability purchased the General Disclosure Package or Certificates that are the subject thereof if such person did not receive a copy of the Final Prospectus (or any amendment the Final Prospectus as supplemented) at or supplement thereto) or (b) made in those parts prior to the confirmation of the Registration Statement constituting a Statement sale of Eligibility under such Certificates to such person in any case where such delivery is required by the TIA Act and the untrue statement or omission of a trustee on Form T-1, and material fact contained in the Preliminary Final Prospectus was corrected in the Final Prospectus (ii) or the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldFinal Prospectus as supplemented), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that which the Company and the Note Issuer may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriterthe several Underwriters, its affiliates and their respective affiliates, directors and officers, officers 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 liabilities, joint or several, to which they or any of them the Underwriters may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any other information deemed to be a part of the Registration Statement (at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to investors by, at the Registration Statementinstruction 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 therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in and will reimburse the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to reimburse each such indemnified party Underwriters for any legal or other expenses reasonably incurred by them in connection with investigating or defending any against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, 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 (a) made therein in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment thereto) or supplement, any Issuer Free Writing Prospectus (or in any Marketing Materials, in reliance upon and in conformity with information provided in writing to the Company by any Underwriter through the Representative specifically for use therein; it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f). In addition to its other obligations under this Section 6(a), 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 amendment thereto) alleged statement or omission, described in this Section 6(a), it will reimburse the General Disclosure Package Underwriters on a monthly basis for all reasonable legal fees or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts absence of a judicial determination as to the propriety and enforceability of the Registration Statement constituting 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 Statement court of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to competent jurisdiction. To the extent that any such consent interim reimbursement payment is so held to have been improper, the Underwriters shall promptly return it to the party or parties that made such payment, together with interest, compounded daily, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by U.S. Bank (the “Prime Rate”). Any such interim reimbursement payments which are not required pursuant made to Section 6(d) hereofthe Underwriters within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request. This indemnity agreement will shall be in addition to any liability that liabilities which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each the Underwriter, its affiliates and their respective affiliates, directors and officersofficers and employees, and each person person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they or any of them such party may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Time of Sale Disclosure Package or in Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus Prospectus, or in any amendment thereof or supplement thereto or in thereto, any Issuer Free Writing Prospectus Prospectus, or the Marketing Materials or in any amendment thereofother materials used in connection with the offering of the Shares, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and(iii) in whole or in part, any material inaccuracy in each casethe representations and warranties of the Company contained herein, agrees or (iv) in whole or in part, any material failure of the Company to perform its obligations hereunder or under law, and will reimburse each such indemnified party for any legal or other expenses reasonably incurred by them such party in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company such indemnity shall not be liable inure to the benefit of the Underwriter (or any person controlling the Underwriter) in any such case to the extent that any such loss, claim, 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 (a) made therein in the Registration Statement, the Time of Sale Disclosure Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such the related Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made preparation thereof, which written information is described in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldSection 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to and the Issuer will, jointly and severally, indemnify and hold harmless each Underwriter, its affiliates the directors, officers, members, employees and their respective directors and officersagents of each Underwriter, and each person who controls any Underwriter Underwriter, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) 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 Transition Bonds as originally filed or in any amendment to thereof, or in the Registration StatementBasic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or the Computational Materials and ABS Term Sheets (as defined in Section 11 hereof), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) neither the Company shall not nor the Issuer will 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Issuer or the Company by or on behalf of any Underwriter through the Representative specifically for inclusion therein; provided further, that with respect to any untrue statement or omission of material fact made in any Preliminary Final Prospectus, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any Underwriter or any person controlling such Underwriter specifically for use in from whom the Registration Statement (or person asserting any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any such loss, claim, damage or liability or expense of any settlement or compromise of or consent to entry of judgment with respect topurchased the Transition Bonds that are the subject thereof, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that any such consent is loss, claim, damage or liability of such Underwriter occurs under the circumstance where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (w) the Company or the Issuer had previously furnished copies of the Final Prospectus to the Representative, (x) delivery of the Final Prospectus was required by the Act to be made to such person, (y) the untrue statement or omission of a material fact contained in the Preliminary Final Prospectus was corrected in the Final Prospectus and (z) there was not required pursuant sent or given to Section 6(d) hereofsuch person, at or prior to the written confirmation of the sale of such Transition Bonds to such person, a copy of the Final Prospectus. This indemnity agreement will be in addition to any liability that which the Company and the Issuer may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officerseach person, and each 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, any Underwriter’s officers and directors, each affiliate of any Underwriter within the meaning of Rule 405 under the Act, as well as any affiliate’s officers and directors 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 Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1i) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement)or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or and (2ii) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Preliminary Prospectus or in the Prospectus, or any amendment thereof or supplement thereto or in thereto, any Issuer Free Writing Prospectus or any amendment thereof“issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act (taken together with the Pricing Disclosure Package), or arise out of or are based upon the omission or alleged omission therefrom of 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, in each case, agrees to and will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably 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) that the Company shall 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 an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon, upon and in conformity with, written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter the Underwriters through you specifically for use in connection with the Registration Statement (or any amendment thereto) preparation thereof, it being understood and agreed that the only such information furnished by the Underwriters through you for inclusion in the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts consists of the Registration Statement constituting a Statement of Eligibility following information in the Prospectus: the third sentence in the fifth paragraph and the eleventh and twelfth paragraphs under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofcaption “Underwriting”. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Each of the Company and the Sponsor agrees to indemnify and hold each of you harmless each Underwriter, its affiliates and their respective directors and officers, and each person person, if any, who controls any Underwriter you within the meaning of either Section 15 of the Securities 1933 Act or Section 20 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 Designated Notes), to which they either of you 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 1933 Act 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) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, (or any amendment to the Registration Statement), or arise out of or are based upon ii) the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon (iv) the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, agrees to misleading and shall reimburse each of you and each such indemnified party controlling person promptly upon demand for any legal or other expenses reasonably incurred by them either of you 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 and the Sponsor shall not be liable in any such case to the extent that any such loss, claim, 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 (a) made therein in any Base Prospectus, the Final Prospectus or the Registration Statement in reliance upon, upon and in conformity with, written information relating to with any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement Information (or any amendment theretodefined below) or any Issuer Free Writing Terwin-Provided Information (defined below); and provided, further, that as to any Base Prospectus (or any amendment thereto) this indemnity shall not inure to each of your benefit or the General Disclosure Package benefit of any controlling person on account of any loss, claim, damage, liability or action arising from the sale of the Designated Notes to any person by either of you if either of you failed to send or give a copy of the Final Prospectus (Prospectus, as amended or any amendment or supplement thereto) or (b) made in those parts supplemented, to that person within the time required by the 1933 Act. For purposes of the Registration Statement constituting a Statement of Eligibility under last proviso to the TIA of a trustee on Form T-1immediately preceding sentence, and (ii) the Company term “Final Prospectus” shall not be liable for any lossdeemed to include the documents incorporated therein by reference, liability or expense and each of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent you shall not be unreasonably withheld), except obligated to the extent that send or give any supplement or amendment to any document incorporated therein by reference to any person other than a person to whom either of you had delivered such consent is not required pursuant incorporated document or documents in response to Section 6(d) hereofa written request therefor. This The foregoing indemnity agreement will be is in addition to any liability that which each of the Company and the Sponsor may otherwise havehave to either of you or any person who controls either of you.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees, Affiliates and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1x) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (as originally filed or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2y) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Base Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the Final Prospectus final term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they those statements were made, not misleading, and, in each case, ; and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees Issuers, the Operating Partnership and the General Partner, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees, agents and affiliates of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) 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 to the Registration Statement), thereof or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a any material fact contained in the General Disclosure Package Basic Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the Final Prospectus Term Sheet, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of 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, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Issuers, the Operating Partnership and the General Partner will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Issuers, the Operating Partnership and the General Partner by or on behalf of such any Underwriter through the Representative specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or subsection (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofbelow. This indemnity agreement will be in addition to any liability that which the Company Issuers, the Operating Partnership and the General Partner may otherwise have.

Indemnification and Contribution. (a) The Company agrees and Holding, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment to the Registration Statement)Prospectus, or arise out of or are based upon caused by the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to ; and will reimburse each such indemnified party Underwriter and person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act for any legal or other expenses reasonably incurred by them the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) neither the Company shall not nor Holding will 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company or Holding as herein stated by or on behalf of such Underwriter the Underwriters specifically for use in connection with the Registration Statement preparation thereof (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1“Underwriters’ Information”), and (ii) the Company such indemnity with respect to any Corrected Statement (as defined below) in such Prospectus (or supplement thereto) shall not be liable for inure to the benefit of any Underwriter (or any person controlling the Underwriter) from whom the person asserting any loss, claim, damage or liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding purchased the Offered Notes that are the subject thereof if such settlement person was not sent a copy of a supplement to such Prospectus at or compromise of or consent prior to entry of judgment with respect thereto is effected without the prior written consent confirmation of the sale of such Offered Notes and the untrue statement or omission of a material fact contained in such Prospectus (or supplement thereto) was corrected (a “Corrected Statement”) in such other supplement and such supplement was furnished by the Company (which consent shall not be unreasonably withheld), except or Holding to the extent that Underwriters prior to the delivery of such consent is not required pursuant to Section 6(d) hereofconfirmation. This indemnity agreement will be in addition to any liability that which the Company or Holding may otherwise have. Each Underwriter agrees to indemnify and hold harmless the Company, Holding, each of their respective directors and officers who signs the Registration Statement relating to the Offered Notes, and each person who controls the Company or Holding within the meaning of the Act or the Exchange Act to the same extent as the foregoing indemnities from the Company and Holding to the Underwriter, but only with reference to written information furnished to the Company or Holding by or on behalf of the Underwriter specifically for use in the preparation of the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which the Underwriter may otherwise have. Each of the Company and Holding acknowledges that the statements set forth on the cover page of the Prospectus Supplement on the line across from “Price to public,” in the table listing the Class A Underwriters and the Principal Amount of Class A Notes under the heading “Underwriting” in the Prospectus Supplement, in the table listing the Class B Underwriters and the Principal Amount of Class B Notes and under the heading “Underwriting” in the Prospectus Supplement, in the table listing the Class C Underwriters and the Principal Amount of Class C Notes and under the heading “Underwriting” in the Prospectus Supplement, in the table following the third paragraph under the heading “Underwriting” in the Prospectus Supplement and in the penultimate paragraph under the heading “Underwriting” in the Prospectus Supplement constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Prospectus, and the Underwriters confirm that such statements are correct.

Indemnification and Contribution. (a) The Company Each Issuer, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement (registration statement for the registration of the Securities as originally filed or in any amendment to the Registration Statement), thereof or arise out of or are based upon the omission or alleged omission therefrom of 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, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, or (2ii) arise out of the Base Prospectus, any Preliminary Prospectus or based upon any untrue statement other preliminary prospectus supplement relating to the Securities, the Final Prospectus, any Issuer Free Writing Prospectus or alleged untrue statement of a material fact the information contained in the General Disclosure Package or in the Final Prospectus final term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereinstatements, in the light of the circumstances under in which they were made, therein not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Issuers 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representative specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that the Company which any Issuer may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter, its affiliates and their respective directors and directors, officers, employees, and agents and the affiliates of such Underwriter and each person person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which they any such person or any of them entity may become subject subject, under the Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment to the Registration Statement), thereto or arise out of or are based upon the caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, in the Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, any other Free Writing Prospectus or “written communication” (as defined in Rule 405 under the Act), the General Disclosure Package or (or, in the Final Prospectus or in each case, any amendment thereof or supplement thereto to any of the foregoing, including the General Disclosure Package as subsequently amended or in any Issuer Free Writing Prospectus or any amendment thereofsupplemented), or arise out of or are based upon the caused by any omission or alleged omission therefrom of 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, in each case, agrees to and will reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, written information relating to any with the Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) Information or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise haveSelling Shareholder Information.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its the directors, officers, employees, affiliates and their respective directors and officers, agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or the General Disclosure Package or in the Final Prospectus Prospectus, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (inclusion therein; provided further, that with respect to any untrue statement or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) omission of material fact made in those parts of any Preliminary Prospectus, the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (iiindemnity agreement contained in this Section 7(a) the Company shall not be liable for inure to the benefit of any Underwriter from whom the person asserting any such loss, claim, damage or liability or expense of any settlement or compromise of or consent to entry of judgment with respect topurchased the securities concerned, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that any such consent is loss, claim, damage or liability of such Underwriter occurs under the circumstance where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (w) the Company had previously furnished copies of the relevant Prospectus to the Representatives, (x) delivery of the Prospectus was required by the Act to be made to such person, (y) the untrue statement or omission of a material fact contained in the Preliminary Prospectus was corrected in the Prospectus and (z) there was not required pursuant sent or given to Section 6(d) hereofsuch person, at or prior to the written confirmation of the sale of such securities to such person, a copy of the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) A. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, Underwriter and each person person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all 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 Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act 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) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, (or any amendment to the Registration Statement), or arise out of or are based upon ii) the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon (iv) the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, agrees to misleading and shall reimburse such Underwriter and each such indemnified party controlling person promptly upon demand for any legal or other expenses reasonably 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 shall not be liable in any such case to the extent that any such loss, claim, 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 (a) made therein in any Preliminary Prospectus, the Prospectus or the Registration Statement in reliance upon, upon and in conformity with, with written information relating to (including any Underwriter Derived Information) furnished to the Company through the Representative specifically for inclusion therein; and provided further that as to any Preliminary Prospectus this indemnity shall not inure to the benefit of any Underwriter or any controlling person on account of any loss, claim, damage, liability or action arising from the sale of the Offered Certificates to any person by or on behalf of such Underwriter specifically for use if such Underwriter failed to send or give a copy of the Prospectus, as amended or supplemented, to that person within the time required by the Securities Act, and the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Preliminary Prospectus (or any amendment thereto) or was corrected in the General Disclosure Package or Prospectus, unless such failure resulted from non-compliance by the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts Company with Section V(C). For purposes of the Registration Statement constituting a Statement of Eligibility under last proviso to the TIA of a trustee on Form T-1immediately preceding sentence, and (ii) the Company term "Prospectus" shall not be liable for any lossdeemed to include the documents incorporated therein by reference, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent and none of the Company (which consent Underwriters shall not be unreasonably withheld), except obligated to the extent that send or give any supplement or amendment to any document incorporated therein by reference to any person other than a person to whom such consent is not required pursuant Underwriter had delivered such incorporated document or documents in response to Section 6(d) hereofa written request therefor. This The foregoing indemnity agreement will be is in addition to any liability that which the Company may otherwise havehave to any Underwriters or any controlling person of such Underwriter.

Indemnification and Contribution. (a) The Company agrees WFSRC and WFS jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates Underwriter from and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilitiesdamages, liabilities and judgments, joint or several, to which they or any of them such Underwriter may become subject under the Securities Act, Act or the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities judgments (or actions in respect thereof) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, each Preliminary Prospectus (if any), each Collateral Term Sheet (if any), each Structural Term Sheet (if any), all Computational Materials (if any), the Prospectus or any amendment to the Registration Statement), or arise out of supplement thereto or are based upon the (ii) any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and WFSRC and WFS will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability liability, judgment or actionaction as such expenses are incurred; provided, however, that (i) the Company shall not neither WFSRC nor WFS will be liable in any such case to the extent that any such loss, claim, damage, liability or liability judgment arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission (a) made therein from any such document in reliance upon, upon and in conformity with, with written information relating furnished to WFSRC by the Underwriters through the Representative specifically for use therein, it being understood that the only such information furnished by any Underwriter consists of the following information in the Prospectus Supplement furnished to the Company by or on behalf of such Underwriter specifically for use each Underwriter: under the caption "Underwriting", the (i) concession and reallowance figures appearing in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, second table and (ii) information regarding discretionary sales contained in the Company shall not be liable for any losssecond, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise havethird and sixth paragraphs.

Indemnification and Contribution. (a) The Company agrees Fund, the Investment Adviser and the Subadviser, jointly and severally, agree to indemnify and hold harmless each of you and each other Underwriter, its affiliates and their respective directors and the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or severalseveral (including reasonable costs of investigation), to which they or any of them may become subject under the Securities 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) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus, any Preliminary Prospectus, any sales material (or any amendment or supplement to any of the Registration Statementforegoing), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in case of the Final Prospectus or in Prospectus, any amendment thereof or supplement thereto or in any Issuer Free Writing Preliminary Prospectus or any sales material (or any amendment thereof, or arise out supplement to any of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinforegoing), in light of the circumstances under which they were made, ) not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Fund 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Fund by or on behalf of such any Underwriter through the Representatives specifically for use in inclusion therein; provided, further, that the foregoing indemnity with respect to the Registration Statement (Statement, the Prospectus or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Preliminary Prospectus (or any amendment or supplement thereto) or (b) made in those parts to any of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (iiforegoing) the Company shall not be liable for inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage or liability purchased Securities, if it is shown that a copy of the Prospectus, as then amended or expense supplemented, which would have cured any defect giving rise to such loss, claim, damage or liability was not sent or delivered to such person by or on behalf of any settlement or compromise of or consent such Underwriter, if required by law to entry of judgment with respect be so delivered to, any pending at or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent prior to entry of judgment with respect thereto is effected without the prior written consent confirmation of the Company (which consent shall not be unreasonably withheld)sale of such Securities to such person and such Prospectus, except amendments and supplements have been provided by the Fund to the extent that such consent is not required pursuant Underwriters in the requisite quantity and on a timely basis to Section 6(d) hereofpermit proper delivery. This indemnity agreement will be in addition to any liability that which the Company Fund, the Investment Adviser or the Subadviser may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates affiliates, directors, officers and their respective directors and officers, employees 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 or liabilities, joint or several, liabilities to which they such Underwriter or any of them such person may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Time of Sale Disclosure Package or in Package, any Prospectus, the Final Prospectus Prospectus, or in any amendment thereof or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or in the Prospectus), any Issuer Free Writing Prospectus Prospectus, or any amendment thereofthe Marketing Materials, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and(iii) in whole or in part, any inaccuracy in each casethe representations and warranties of the Company contained herein, or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under applicable law, and the Company agrees to reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them it in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or liability action (or any legal or other expense reasonably incurred in connection with the evaluation, investigation or defense thereof) arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Registration Statement, any Prospectus, the Time of Sale Disclosure Package, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or preparation thereof, which written information furnished by the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts Underwriters shall consist of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldinformation described in Section 8(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees Issuers, the Operating Partnership and the General Partner, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees, agents and affiliates of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) 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 to the Registration Statement), thereof or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a any material fact contained in the General Disclosure Package Basic Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the Final Prospectus Term Sheet, or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of 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, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Issuers, the Operating Partnership and the General Partner will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Issuers, the Operating Partnership and the General Partner by or on behalf of such any Underwriter through the Representatives specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or subsection (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofbelow. This indemnity agreement will be in addition to any liability that which the Company Issuers, the Operating Partnership and the General Partner may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which 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 Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such specifically including, but not limited to, losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment to the Registration Statement)or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a any material fact contained in the General Disclosure Package or in the Final any Preliminary Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing the Prospectus or any amendment thereofor supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall not be liable in -------- ------- any such case to the extent that any such loss, claim, 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 (a) made therein in the Registration Statement, such Preliminary Prospectus or the Prospectus, or any such amendment or supplement thereto, in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by such Underwriter, directly or on behalf of such Underwriter through you, specifically for use in the Registration Statement (preparation thereof and, provided further, that the indemnity agreement provided in this -------- ------- Section 8(a) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages, liabilities or actions based upon any amendment theretountrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Act and the Rules and Regulations, unless such failure is the result of noncompliance by the Company with Section 4(d) or hereof. The indemnity agreement in this Section 8(a) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls any Issuer Free Writing Prospectus (or any amendment thereto) Underwriter within the meaning of the Act or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofExchange Act. This indemnity agreement will shall be in addition to any liability that liabilities which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each UnderwriterInitial Purchaser, its affiliates and their respective directors and the directors, officers, employees and agents of each Initial Purchaser and each person who controls any Underwriter Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Preliminary Memorandum, the Final Memorandum (or in any supplement or amendment thereto) or any information provided by the Company to any holder or prospective purchaser of Securities pursuant to Section 5(h), or in any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon 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, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; providedPROVIDED, howeverHOWEVER, that (i) the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission (a) made therein in the Preliminary Memorandum or the Final Memorandum, or in any amendment thereof or supplement thereto, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such Underwriter any Initial Purchasers through the Representatives specifically for use inclusion therein; PROVIDED, FURTHER, that the foregoing indemnity with respect to any untrue statement contained in or omission from the Registration Statement Preliminary Memorandum shall not inure to the benefit of any Initial Purchaser (or any amendment thereto) of the directors, officers, employees and agents of such Initial Purchaser or any Issuer Free Writing Prospectus person controlling such Initial Purchaser) 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 Memorandum (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (Memorandum as then amended or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) supplemented if the Company shall not be liable for have furnished any loss, liability amendments or expense of any settlement supplements thereto) at or compromise of or consent prior to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent 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 Memorandum was corrected in the Final Memorandum (or the Final Memorandum as so amended or supplemented if the Company (which consent shall not be unreasonably withheldhave furnished any amendments or supplements thereto), except to the extent and it is finally judicially determined that such consent is delivery was required to be made under the Act and was not required pursuant to Section 6(d) hereofso made. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each the Underwriter, its affiliates and their respective affiliates, directors and officersofficers and employees, and each person person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they or any of them the Underwriter may become subject subject, under the Securities Act, Act or otherwise (including in settlement of any litigation if such settlement is effected with the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisewritten consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment Statement, including the information deemed to be a part of the Registration Statement)Statement at the time of effectiveness and at any subsequent time pursuant to Rule 430A of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading (2ii) arise out of or based upon any an untrue statement or alleged untrue statement of a material fact contained in the General Time of Sale Disclosure Package Package, the Prospectus, or in the Final Prospectus or in any amendment thereof or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or in the Prospectus), or any Issuer Free Writing Prospectus or any amendment thereofWritten Testing-the-Waters Communication or the Marketing Materials, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and(iii) in whole or in part, any inaccuracy in each casethe representations and warranties of the Company contained herein, agrees or (iv) in whole or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse each such indemnified party the Underwriter for any legal or other expenses reasonably incurred by them the Underwriter in connection with evaluating, investigating or defending any against such loss, claim, damage, liability or actionaction (or any legal or other expense reasonably incurred in connection with the evaluation, investigation or defense thereof); provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, 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 (a) made therein in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or on behalf of such the Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made preparation thereof, which written information is described in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheldSection 7(f), except to the extent that such consent is not required pursuant to Section 6(d) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees Companies jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates affiliates, and their respective directors and the directors, officers, employees and agents of each Underwriter and its affiliates and each person who controls any Underwriter of the Underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (at the effective date thereof and as of the date of any amendment thereof or supplement thereto or any amendment to the Registration Statement), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading, misleading or (2ii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (A) the General Disclosure Package as of the date thereof, the Closing Date (including, for this purpose, documents incorporated by reference therein), the date of any amendment thereof or in supplement thereto and as of any date delivery thereof is required under applicable law, (B) the Final Prospectus Offering Document, or in any amendment thereof or supplement thereto or thereto, in any Issuer Free Writing Prospectus or each case as of the date thereof, the Closing Date (including, for this purpose, documents incorporated by reference therein), the date of any amendment thereof, thereof or arise out supplement thereto and as of any date delivery thereof is required under applicable law or are based upon (C) any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act or the omission or alleged omission therefrom of to state in the documents described in this Section 8(a)(ii) 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, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any properly documented legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Companies 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 (a) made therein in the Disclosure Package and the Final Offering Document, or in any amendment thereof or supplement thereto, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Companies by or on behalf of such any Underwriter specifically for use inclusion therein (which shall consist solely of the 5th and 6th paragraphs under the caption “Underwriting” in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1Supplement, it being further understood and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment agreed that each Underwriter’s obligations are solely with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that information furnished by such consent is not required pursuant to Section 6(d) hereofUnderwriter). This indemnity agreement will be in addition to any liability that which the Company Companies may otherwise have.

Indemnification and Contribution. (a) The Company Each of the Company, TW NY and TWE agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and the directors, officers, employees, agents and affiliates of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in any amendment to the Registration Statement)thereof, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the General Base Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, the Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) none of the Company shall not Company, TW NY or TWE will 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company Company, TW NY or TWE by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which the Company Company, TW NY or TWE may otherwise have.

Indemnification and Contribution. (a) The Company agrees and Parent, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject subject, under the Securities ActAct or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company and/or Parent, as the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwisecase may be), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (1) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement (at the time of effectiveness pursuant to Rules 430A and 434(d) of the Rules and Regulations, if applicable, any Preliminary Prospectus, the Prospectus, or any amendment to or supplement thereto (including any term sheet within the Registration Statementmeaning of Rule 434 of the Rules and Regulations), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereof, or arise out of or are based upon the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any against such loss, claim, damage, liability or action; providedPROVIDED, howeverHOWEVER, that (i) neither the Company nor Parent shall not be liable in any such case to the extent that any such loss, claim, 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 (a) made therein in the Registration Statement, any Preliminary Prospectus, the Prospectus, or any such amendment or supplement, in reliance upon, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by you, or on behalf of such by any Underwriter through you, specifically for use in the Registration Statement (preparation thereof. In addition to their other obligations under this Section 6(a), the Company and Parent, jointly and severally, agree 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 amendment thereto) alleged statement or omission, described in this Section 6(a), they will reimburse each Underwriter on a monthly basis for all reasonable legal fees or other expenses incurred in connection with investigating or defending any Issuer Free Writing Prospectus (such claim, action, investigation, inquiry or any amendment thereto) or other proceeding, notwithstanding the General Disclosure Package or absence of a judicial determination as to the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts propriety and enforceability of the Registration Statement constituting Company's and/or the Parent'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 Statement court of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to competent jurisdiction. To the extent that any such consent interim reimbursement payment is so held to have been improper, the Underwriter that received such payment shall promptly return it to the party or parties that made such payment, together with interest, compounded daily, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by [BANKBOSTON, N.A.] (the "Prime Rate"). Any such interim reimbursement payments which are not required pursuant made to Section 6(d) hereofan Underwriter within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request. This indemnity agreement will shall be in addition to any liability that liabilities which the Company or the Parent may otherwise have.

Indemnification and Contribution. (a) The Company Depositor agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, the Underwriter and each person person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all 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 Notes), 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 Act 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) (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendment to the Registration Statement)thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Prospectus, or in the Final Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon (iv) the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, agrees to misleading and shall reimburse the Underwriter and each such indemnified party controlling person promptly upon demand for any legal or other expenses reasonably 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 (i) the Company Depositor shall not be liable in any such case to the extent that any such loss, claim, 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 (a) 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, upon and in conformity with, with written information relating to any Underwriter furnished to the Company by or Depositor on behalf of such the Underwriter specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This The foregoing indemnity agreement will be is in addition to any liability that which the Company Depositor may otherwise havehave to the Underwriter or any controlling person of the Underwriter. 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(i) hereof.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which 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 Securities Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law Act or otherwise, insofar as such specifically including, but not limited to, losses, claims, damages or liabilities (or actions in respect thereof) (1) 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 (or any amendment to the Registration Statement)or supplement thereto, including any Incorporated Document, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2iii) arise out of or based upon any untrue statement or alleged untrue statement of a any material fact contained in the General Disclosure Package or in the Final any Preliminary Prospectus or in any amendment thereof or supplement thereto or in any Issuer Free Writing the Prospectus or any amendment thereofor supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in each case, and agrees to reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, -------- ------- that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, 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 (a) made therein in the Registration Statement, such Preliminary Prospectus or the Prospectus, or any such amendment or supplement thereto, in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by such Underwriter, directly or on behalf of such Underwriter through you, specifically for use in the Registration Statement (preparation thereof and, provided further, that the indemnity agreement -------- ------- provided in this Section 8(a) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages, liabilities or actions based upon any amendment theretountrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Act and the Rules and Regulations, unless such failure is the result of noncompliance by the Company with Section 4(d) or hereof. The indemnity agreement in this Section 8(a) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls any Issuer Free Writing Prospectus (or any amendment thereto) Underwriter within the meaning of the Act or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofExchange Act. This indemnity agreement will shall be in addition to any liability that liabilities which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to Companies and the Note Issuers will, jointly and severally, indemnify and hold harmless each Underwriter, its affiliates the Trust and their respective directors and the Agencies, the directors, officers, members, employees and agents of each Underwriter, the Trust and the Agencies and each person who controls any Underwriter Underwriter, the Trust and the Agencies within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities 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) (1) 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 Certificates as originally filed or in any amendment thereof, or any amendment to the Registration Statement), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) arise out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the General Disclosure Package Basic Prospectus, any Preliminary Final Prospectus or in the Final Prospectus Prospectus, or any Investor Materials (but with respect to such Investor Materials, only to the extent the alleged untrue statement or omission is the result of information provided by any Company or the Note Issuer), or in any amendment thereof or supplement thereto or in any Issuer Free Writing Prospectus or any amendment thereofthereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in each case, agrees to and will reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; providedbut neither Boston Edison, however, that (i) the Company shall not Commonwealth Electric nor any Note Issuer will 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 (a) made therein in reliance upon, upon and in conformity with, with written information relating furnished to any Underwriter furnished to the Company Note Issuer, Boston Edison or Commonwealth Electric by or on behalf of such any Underwriter through the Representatives specifically for use in the Registration Statement (or any amendment thereto) or any Issuer Free Writing Prospectus (or any amendment thereto) or the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or (b) made in those parts of the Registration Statement constituting a Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii) the Company shall not be liable for any loss, liability or expense of any settlement or compromise of or consent to entry of judgment with respect to, any pending or threatened litigation or any pending or threatened governmental agency investigation or proceeding if such settlement or compromise of or consent to entry of judgment with respect thereto is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld), except to the extent that such consent is not required pursuant to Section 6(d) hereofinclusion therein. This indemnity agreement will be in addition to any liability that which Boston Edison, Commonwealth Electric and the Company Note Issuers may otherwise have.