Common use of Indemnification and Contribution Clause in Contracts

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

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

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and their affiliates that participate or are alleged to have participated in the offering of the Securities and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Prospectus Final Prospectus, the Pricing Disclosure Package or the Final Prospectus, or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy that part of the Prospectus Registration Statement constituting the “Statement of Eligibility and Qualification of Trustee” (or Form T-1) under the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)Trust Indenture Act. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company Republic agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the laws of any jurisdiction, including but not limited to the Act, the Exchange Act or other Federal federal or state State statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them him or it in connection with investigating or defending any such loss, claim, damage, liability or actionaction within a reasonable time after such expenses are incurred; provided, however, that (i) the Company Republic will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company Republic by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any the Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as amended or supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and Act, the untrue statement or omission of a material fact contained in such the Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to amended or supplemented) and the confirmation of the sale of such Securities Republic previously furnished copies thereof to such person)Underwriter. This indemnity agreement will be in addition to any liability which the Company Republic may otherwise have.

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

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

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

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

Indemnification and Contribution. (a) The In the event of a registration of any of the Registrable Stock under the Securities Act pursuant to Sections 2 or 3, the Company agrees to will indemnify and hold harmless each Underwriter seller of Registrable Stock thereunder, each underwriter of such Registrable Stock thereunder and each person other person, if any, who controls any Underwriter or is alleged to control such seller or underwriter within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which they such seller, underwriter or any of them controlling person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the any registration of statement under which such Registrable Stock were registered under the Securities as originally filed Act pursuant to Sections 2 or in 3, any preliminary prospectus or final prospectus contained therein, or any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arises out of or are based upon any violation or alleged violation of any federal, state or other law, rule or regulation relating to any action or inaction in connection therewith, and agrees to will reimburse each such indemnified party seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; , provided, however, that (i) the Company will not be liable in to any such case indemnitee if and to the extent that any such loss, claim, damage or liability arises solely out of or is based solely upon any such an untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in conformity with written information with respect to such indemnitee furnished to by such indemnitee in writing specifically for use in such registration statement or prospectus. The indemnities of the Company contained in this Section 6 shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit transfer of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveRegistrable Stock.

Indemnification and Contribution. (a) The In the event of any registration of any of the Shares hereunder, the Company agrees will enter into customary indemnification arrangements to indemnify and hold harmless each Underwriter of the Selling Holders, each of their respective directors and officers, each Person who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter, and each person Person, if any, who controls each such Selling Holder or any Underwriter such underwriter within the meaning of either the Securities Act or (collectively, the Exchange Act “Covered Persons”) against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which they or any of them such Person may become be subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, otherwise insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the any related registration of statement filed under the Securities as originally filed Act, any preliminary prospectus or in final prospectus included therein, or any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to the Company will reimburse each such indemnified party Covered Person, as incurred, for any legal or any other expenses reasonably incurred, as incurred, incurred by them such Covered Person in connection with investigating or defending any such loss, claim, damageliability, liability action or actionproceeding; provided, however, that (i) the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such registration statement, any such preliminary prospectus or final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Selling Holder or such underwriter specifically for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter through such Covered Person and shall survive the Representatives specifically transfer of such securities by the Selling Holders. In order to provide for use just and equitable contribution to joint liability under the Securities Act in connection with any case in which either (a) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 6, but it is judicially determined (by the preparation thereofentry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case, or (b) contribution under the Securities Act may be required on the part of any such Selling Holder or any such controlling person in circumstances for which indemnification is provided under this Section 6; then, and in each such case, the Company and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is responsible for the portion represented by the percentage that the public offering price of its Shares offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and other Selling Holders are responsible for the remaining portion; provided, however, that, in any such case: (i) no such Holder will be required to contribute any amount in excess of the net amount of proceeds of all such Shares offered and sold by such Holder pursuant to such registration statement; and (ii) such indemnity with respect no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or contribution from any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did entity who was not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale guilty of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havefraudulent misrepresentation.

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

Indemnification and Contribution. (a) The Company WFASC agrees to indemnify and hold harmless each the Underwriter and each person who controls any the Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act Act, or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any revision or amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus or any Issuer Information contained in any Free Writing Prospectus (other than any Issuer Free Writing Prospectus), or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, when considered in conjunction with the Time of Sale Information, and provided that such misstatement or omission was not corrected by information subsequently supplied by WFASC to the Underwriter sufficiently prior to the Time of Sale to such investor to reasonably permit the delivery thereof by the Underwriter to such investor, and WFASC agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them it or him in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company WFASC will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company WFASC by or on behalf of any the Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company WFASC may otherwise have.

Indemnification and Contribution. (a) The Company Corporation agrees to indemnify and hold harmless each Underwriter and their affiliates that participate or are alleged to have participated in the offering of the Securities and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Prospectus Final Prospectus, the Pricing Disclosure Package or the Final Prospectus, or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company Corporation will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company Corporation by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy that part of the Prospectus Registration Statement constituting the “Statement of Eligibility and Qualification of Trustee” (or Form T-1) under the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)Trust Indenture Act. This indemnity agreement will be in addition to any liability which the Company Corporation may otherwise have.

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

Indemnification and Contribution. (ai) The Company agrees In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Buyer shall indemnify and hold harmless each Underwriter the Seller’s Indemnitees from and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them a Seller’s Indemnitee may become subject under the Act, the Exchange Securities Act or any other Federal statute or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (A) any untrue statement or any alleged untrue statement of a any material fact contained or incorporated by reference, on the effective date thereof, in the Registration Statement for the any registration of statement under which such securities were registered under the Securities as originally filed Act, any preliminary prospectus or in final prospectus contained therein, any free writing prospectus or any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (C) any other violation of any applicable securities laws, and agrees to in each of the foregoing circumstances shall pay for or reimburse each such indemnified party the Seller’s Indemnitees for any legal or any other expenses reasonably incurred, as incurred, incurred by them all or any one of the Seller’s Indemnitees in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) that, with respect to any Seller’s Indemnitee, the Company will Buyer shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out has been found by a court of or is competent jurisdiction to have been based upon any such actual untrue statement or alleged untrue statement or omission or alleged actual omission made therein or incorporated by reference in such registration statement, preliminary prospectus, prospectus, free writing prospectus or any amendment or supplement thereto solely in reliance upon and in conformity with written information furnished to the Company Buyer by such Seller’s Indemnitee specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereofa Seller’s Indemnitee, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to survive the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale transfer of such Securities to such person in any case where such delivery is required securities by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveSeller’s Indemnitee.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each of you and each other Underwriter and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20(a) of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any liabilities and expenses (including reasonable costs of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement for or the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages, liabilities or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission which has been made therein or omitted therefrom in reliance upon and in conformity with written the information relating to such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically you expressly for use in connection with therewith; provided, however, that the preparation thereof, and indemnification contained in this paragraph (iia) such indemnity with respect to any Preliminary Prepricing Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting on account of any such loss, claim, damage damage, liability or liability purchased expense arising from the Securities which are sale of the subject thereof Shares by such Underwriter to any person if such person did not receive a copy of the Prospectus (shall not have been delivered or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities sent to such person in any case where such delivery is within the time required by the Act and the regulations thereunder, and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such Preliminary Prepricing Prospectus was corrected in the Prospectus (or Prospectus, provided that the Company has delivered the Prospectus as supplemented prior to the confirmation of the sale of several Underwriters in requisite quantity on a timely basis to permit such Securities to such person)delivery or sending. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

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

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each Selling Stockholder, the directors, officers, employees and agents of each Underwriter and each Selling Stockholder and each person who controls any Underwriter or Selling Stockholder within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary Prospectus Prospectus, or any other preliminary prospectus supplement relating to the Securities, the Prospectus, any Issuer Free Writing Prospectus, or any Written Testing the Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Underwriters or on behalf of any Underwriter through the Representatives Selling Stockholder, specifically for use inclusion therein, it being understood that in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy case of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior Selling Stockholders, such information is limited to the confirmation information provided in preparation of the sale answers to Item 7 of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)Form S-3. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to Holdings shall indemnify and hold harmless each Underwriter Investor and each underwriter, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors, trustees, employees, advisors, legal counsel and accountants and each person who controls any Underwriter such Investor or underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Person") from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and Holdings hereby agrees to reimburse each such indemnified party Indemnified Person for any all reasonable legal or and other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as and when such expenses are incurred; provided, however, that (i) the Company will Holdings shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission made therein from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company Holdings by or on behalf of any Underwriter through the Representatives specifically such Indemnified Person expressly for use in connection with the preparation thereof, and therein or (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to in the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy case of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation occurrence of an event of the sale type specified in Section 3(e), the use by the Indemnified Person of such Securities an outdated or defective Prospectus after Holdings has provided to such person in any case where Indemnified Person written notice that such delivery Prospectus is required by the Act and the untrue statement outdated or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havedefective.

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

Indemnification and Contribution. (a) The Company agrees to Republic and the Seller will jointly and severally indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating or defending against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company Republic and the Seller will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company Republic or the Seller by or on behalf of any Underwriter through the Representatives Representatives, if any, specifically for use therein; it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in connection with the preparation thereofsubsection (b) below; and provided, and (ii) such indemnity further, that with respect to any Preliminary Prospectus untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such losses, claims, damages or liabilities purchased the Offered Securities concerned, to the extent that a prospectus relating to such Offered Securities was required to be delivered by such Underwriter under the Act in connection with such purchase and any such loss, claim, damage or liability purchased of such Underwriter results from the fact that there was not sent or given to such person, not later than two business days following completion of the sale of such Offered Securities which are the subject thereof if to such person did not receive person, a copy of the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the Act) if the Republic had previously furnished copies of the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveUnderwriters.

Indemnification and Contribution. (a) The In the event of any registration of any of the Shares hereunder, the Company agrees will enter into customary indemnification arrangements to indemnify and hold harmless each Underwriter of the Selling Holders, each of their respective directors and officers, each Person who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter, and each person Person, if any, who controls each such Selling Holder or any Underwriter such underwriter within the meaning of either the Securities Act or (collectively, the Exchange Act “Covered Persons”) against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which they or any of them such Person may become be subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, otherwise insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the any related registration of statement filed under the Securities as originally filed Act, any preliminary prospectus or in final prospectus included therein, or any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to the Company will reimburse each such indemnified party Covered Person, as incurred, for any legal or any other expenses reasonably incurred, as incurred, incurred by them such Covered Person in connection with investigating or defending any such loss, claim, damageliability, liability action or actionproceeding; provided, however, that (i) the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such registration statement, any such preliminary prospectus or final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company after the Separation Date by such Selling Holder or such underwriter specifically for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter through such Covered Person and shall survive the Representatives specifically transfer of such securities by the Selling Holders. In order to provide for use just and equitable contribution to joint liability under the Securities Act in connection with any case in which either (a) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 6, but it is judicially determined (by the preparation thereofentry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case, or (b) contribution under the Securities Act may be required on the part of any such Selling Holder or any such controlling person in circumstances for which indemnification is provided under this Section 6; then, and in each such case, the Company and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is responsible for the portion represented by the percentage that the public offering price of its Shares offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and other Selling Holders are responsible for the remaining portion; provided, however, that, in any such case: (i) no such Holder will be required to contribute any amount in excess of the net amount of proceeds of all such Shares offered and sold by such Holder pursuant to such registration statement and (ii) such indemnity with respect no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or contribution from any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did entity who was not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale guilty of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havefraudulent misrepresentation.

Indemnification and Contribution. (a) The Each of the Company and SLC jointly and severally agrees to indemnify and hold harmless each Underwriter of the Underwriters and each person person, if any, who controls any an Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise any preliminary prospectus, or arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability liability, or actionaction as such expenses are incurred, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to an Underwriter furnished in writing to the Company or SLC by or on behalf of such Underwriter through the Representative expressly for use therein, it being understood that the only such information furnished by any Underwriter consists of the information described as such in Section 11 of this Agreement; provided, however, that the indemnification contained in this paragraph (ia) the Company will with respect to any preliminary prospectus shall not be liable in any such case inure to the extent that benefit of an Underwriter (or to the benefit of any person controlling an Underwriter) on account of any such loss, claim, damage damage, liability or liability arises out expense arising from the sale of or is based upon the of Notes by an Underwriter to any such person if the untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus preliminary prospectus was corrected in the final Prospectus (and such Underwriter sold Notes to that person without sending or the Prospectus as supplemented giving at or prior to the written confirmation of such sale, a copy of the sale of such Securities final Prospectus (as then amended or supplemented but excluding documents incorporated by reference therein) if the Company or SLC has previously furnished sufficient copies thereof to such person)Underwriter. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

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

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter from and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability (or any action in respect thereof), joint or several, to which they or any of them such Underwriter may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage or liabilities liability (or actions action in respect thereof) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or Prospectus, the Prospectus, the Disclosure Package, the Registration Statement or in Prospectus as amended or supplemented, any amendment thereof Issuer Free Writing Prospectus or supplement theretoany “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Prospectus, the Disclosure Package, or the Registration Statement or Prospectus as amended or supplemented or any Issuer Free Writing Prospectus, any such issuer information, a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each Underwriter promptly after receipt of invoices from such indemnified party Underwriter for any legal or other expenses as reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating investigating, preparing to defend or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case such payments will be promptly refunded; provided, however, that (i) the Company will not be liable under this Section 7(a) in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or the Representatives, on behalf of any Underwriter through the Representatives specifically for use Underwriters, expressly therein (which information is specified in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personSection 12 hereof). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

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

Indemnification and Contribution. (a) The Company agrees Each of the Guarantor and the Trust agrees, jointly and severally, to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for Statement, the registration of Effective Date Prospectus, any Post-Effective Date Preliminary Prospectus, the Securities as originally filed or in any amendment thereof, or in any Preliminary Pricing Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) neither the Company Guarantor nor the Trust will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, the Effective Date Prospectus, any Post-Effective Date Preliminary Prospectus, the Pricing Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company Guarantor or the Trust by or on behalf of any Underwriter through the Representatives Representative specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havetherein.

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

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

Indemnification and Contribution. (a) The Company agrees to In the event of any registration of any of the Shares hereunder, Holdings will indemnify and hold harmless each Underwriter of the Selling Holders, each of their respective directors, officers, employees and agents, and each person Person, if any, who controls any Underwriter each such Selling Holder within the meaning of either the Securities Act or (collectively, the Exchange Act "Covered Persons") against any and all losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which they or any of them such Person may become be subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, otherwise insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the any related registration of statement filed under the Securities as originally filed Act, any preliminary prospectus or in final prospectus included therein, or any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to Holdings will reimburse each such indemnified party Covered Person, as incurred, for any legal or any other expenses reasonably incurred, as incurred, incurred by them such Covered Person in connection with investigating or defending any such loss, claim, damageliability, liability action or actionproceeding; provided, however, that (i) the Company will Holdings shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such registration statement, any such preliminary prospectus or final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Holdings by a Selling Holder specifically for use in the Company preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter through such Covered Person and shall survive the Representatives specifically for use transfer of such securities by the Selling Holders. Holdings shall also indemnify each other Person who participates (including as an underwriter) in connection with the preparation thereofoffering or sale of Shares, their officers and (ii) directors and each other person, if any, who controls any such indemnity participating Person within the meaning of the Securities Act to the same extent as provided above with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveCovered Persons.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter of you and each person person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any liabilities and expenses (including reasonable costs of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement for or the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and agrees in conformity with the information relating to reimburse each such indemnified party the Underwriter furnished in writing to the Company by or on behalf of the Underwriter through you expressly for any legal or other expenses reasonably incurred, as incurred, by them use in connection therewith; provided, however, that the indemnification contained in this paragraph (a) with investigating respect to any Prepricing Prospectus shall not inure to the benefit of the Underwriter (or defending to the benefit of any person controlling the Underwriter) on account of any such loss, claim, damage, liability or action; providedexpense arising from the sale of the Shares by the Underwriter to any person if a copy of the Prospectus shall not have been delivered or sent to such person within the time required by the Act and the regulations thereunder, however, that (i) and the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prepricing Prospectus was corrected in the Prospectus (or Prospectus, provided that the Company has delivered the Prospectus as supplemented prior to the confirmation of the sale of Underwriter in requisite quantity on a timely basis to permit such Securities to such person)delivery or sending. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company Depositor agrees to indemnify and hold harmless each Underwriter the Underwriters and each person person, if any, who controls any an Underwriter within the meaning of either Section 15 of the Securities Act or the Exchange Act from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or severalany action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Certificates), to which they the Underwriters or any of them such controlling persons may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any amendment thereof or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment thereof or supplement thereto, or (iv) the omission or alleged omission to state in the Prospectus or any amendment thereof or supplement thereto a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and agrees to shall reimburse the Underwriters and each such indemnified party controlling person promptly upon demand for any legal or other expenses reasonably incurred, as incurred, incurred by them the Underwriters or such controlling persons in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Depositor shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Prospectus, or any amendment thereof or supplement thereto, or the Registration Statement, or any amendment thereof or supplement thereto, in reliance upon and in conformity with (i) written information furnished to the Company Depositor by or on behalf of any Underwriter through the Representative specifically for inclusion therein, it being understood that the only information furnished by the Underwriters or on behalf of the Underwriters for use in connection with the preparation of the Registration Statement or the Prospectus is described in Section 8(h) hereof, (ii) Seller-Provided Information or (iii) Enhancer-Provided Information; and provided further, however, that the Depositor will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to from any Preliminary Prospectus shall that was eliminated or remedied in the Prospectus, if a copy of the Prospectus was not inure sent or given with or prior to the benefit written confirmation of the sale of any Underwriter (or any person controlling such Underwriter) from whom Security to the person asserting any such the loss, claim, damage or liability purchased the Securities which are the subject thereof liability, if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)Act. This The foregoing indemnity agreement will be is in addition to any liability which the Company Depositor may otherwise havehave to the Underwriters or any controlling person of an Underwriter.

Indemnification and Contribution. (a) The Company agrees Issuers, the Operating Partnership and the General Partner, jointly and severally, agree to indemnify and hold harmless each Underwriter, the directors, officers, employees, agents and affiliates of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Basic Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the Term Sheet, or in any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company Issuers, the Operating Partnership and the General Partner will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company Issuers, the Operating Partnership and the General Partner by or on behalf of any Underwriter through the Representatives Representative specifically for use in connection with inclusion therein, it being understood and agreed that the preparation thereof, and (ii) only such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of information furnished by any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy consists of the Prospectus information described as such in subsection (or the Prospectus as supplementedb) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)below. This indemnity agreement will be in addition to any liability which the Company Issuers, the Operating Partnership and the General Partner may otherwise have.

Indemnification and Contribution. (a) The Upon the effectiveness of the Registration of Applicable Securities pursuant to Section 4.1 or 4.2, the Company agrees to shall indemnify and hold harmless each Underwriter Demanding Stockholder or Participating Stockholder and each person Underwriter or selling agent, and each of their respective officers and directors and each Person who controls any such Demanding Stockholder or Participating Stockholder, Underwriter or selling agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person being sometimes referred to as an "Indemnified Person") from and against any and all losses, claims, damages or liabilities, joint or several, (or actions in respect thereof) to which they or any of them such Indemnified Person may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of under which such Applicable Securities are registered under the Securities as originally filed Act, or in any Prospectus contained therein or furnished by the Company to any Indemnified Person, or any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement theretothereto in each case relating to the sale of Applicable Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company hereby agrees to reimburse each such indemnified party Indemnified Person for any reasonable legal or other expenses reasonably incurred, as incurred, incurred by them it in connection with investigating or defending any such loss, claim, damage, damage or liability (or actionaction in respect thereof) as such expenses are incurred; provided, however, that (i) the Company will shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such Registration Statement or Prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Indemnified Person or by or on behalf of any Underwriter through the Representatives specifically Demanding Stockholder or Participating Stockholder expressly for use in connection with the preparation thereof, and therein; (ii) such indemnity with respect to any Preliminary Prospectus the Company shall not inure be liable to the benefit of extent that any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage damage, liability (or liability purchased action or proceeding in respect thereof) or expense arises out of or is based upon (a) the use of any Prospectus after such time as the obligation of the Company to keep the same effective and current has expired, or (b) the use of any Prospectus after such time as the Company has advised each Demanding Stockholder or Participating Stockholder in writing that a post-effective amendment or supplement thereto is required, except such Prospectus as so amended or supplemented; and (iii) the Company shall not be liable to any Person who participates as an Underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such Underwriter within the meaning of the Securities which are Act, to the subject thereof if extent that any loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of the matters described in the first proviso of this sentence or in (a) or (b) above or such person did not receive Person's failure to send or give a copy of the Prospectus (final prospectus or supplement to the Prospectus as supplemented) excluding documents incorporated therein by reference Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of such Registrable Securities to such person in any case where Person if such delivery is required by the Act and the untrue statement or omission of a material fact contained was timely corrected in such Preliminary Prospectus was corrected in the Prospectus (final prospectus or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havesupplement.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for any part of the registration of the Securities as originally filed or in any amendment thereofstatement when such part became effective, or in any Preliminary Prospectus or the Registration Statement, the Prospectus, or in any amendment thereof or supplement thereto, or any related preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, ; and agrees to will reimburse each such indemnified party Underwriter, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them it in connection with investigating or defending any against such loss, claim, damage, liability or action; provided, however, that (i) the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by you, or on behalf of by any Underwriter through the Representatives you specifically for use in connection with the preparation thereof, thereof and provided further that the Company shall not be liable to any Underwriter under the indemnity agreement in this subsection (iia) such indemnity with respect to any Preliminary Prospectus shall not inure preliminary prospectus to the benefit of extent that any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased of such Underwriter results from the fact that such Underwriter sold Securities which are the subject thereof or Warrants, if any, to a person as to whom it is established that there was not sent or given, at or prior to written confirmation of such person did not receive sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as supplemented) then amended or supplemented (excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person reference) in any case where such delivery is required by the Act if the Company notified you in writing in accordance with Section 4(c) hereof and previously furnished copies of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) in the quantity requested in accordance with Section 4(e) hereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in such Preliminary Prospectus was the preliminary prospectus and corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havethen amended or supplemented.

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

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each of you and each other Underwriter and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any liabilities and expenses (including reasonable costs of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement for or the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages, liabilities or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission which has been made therein or omitted therefrom in reliance upon and in conformity with written the information relating to such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically you expressly for use in connection with therewith; provided, however, that the preparation thereof, and indemnification contained in this paragraph (iia) such indemnity with respect to any Preliminary Prepricing Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting on account of any such loss, claim, damage damage, liability or liability purchased expense arising from the Securities which are sale of the subject thereof Shares by such Underwriter to any person if such person did not receive a copy of the Prospectus (shall not have been delivered or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities sent to such person in any case where such delivery is within the time required by the Act and the regulations thereunder, and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such Preliminary Prepricing Prospectus was corrected in the Prospectus (or Prospectus, provided that the Company has delivered the Prospectus as supplemented prior to the confirmation of the sale of several Underwriters in requisite quantity on a timely basis to permit such Securities to such person)delivery or sending. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter Underwriter, the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either the Act or the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or Prospectus, the Statutory Prospectus, the Prospectus, any “roadshow” as defined in Section 433(h) of the Act or any Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or 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 will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with inclusion therein, it being understood and agreed that the preparation thereof, and (ii) only such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of information furnished by any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy consists of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected information described in the Prospectus (or the Prospectus as supplemented prior to the confirmation last sentence of the sale of such Securities to such person)Section 8(b) hereof. This indemnity agreement will be in addition to any liability which that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to shall indemnify and hold harmless each Underwriter Investor and each underwriter, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors, trustees, employees, advisors, legal counsel and accountants and each person who controls any Underwriter such Investor or underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Person") from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company hereby agrees to reimburse each such indemnified party Indemnified Person for any all reasonable legal or and other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as and when such expenses are incurred; provided, however, that (i) the Company will shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission made therein from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically such Indemnified Person expressly for use in connection with the preparation thereof, and therein or (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to in the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy case of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation occurrence of an event of the sale type specified in Section 3(e), the use by the Indemnified Person of such Securities an outdated or defective Prospectus after the Company has provided to such person in any case where Indemnified Person written notice that such delivery Prospectus is required by the Act and the untrue statement outdated or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havedefective.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter Underwriter, and each person person, if any, who controls any Underwriter within the meaning of either the Act or the Exchange Act Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter or any of them controlling person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon in whole or in part upon: (i) any inaccuracy in the representations and warranties of the Company contained herein; (ii) any failure of the Company to perform its obligations hereunder or under law; (iii) any untrue statement or alleged untrue statement of a any material fact contained in (A) the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus, or any amendment or supplement thereto or (B) in any amendment Blue Sky application or other written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Notes under the securities laws thereof (a "Blue Sky Application"); or supplement thereto, or arise out of or are based upon (iv) the omission or alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or Final Prospectus or any amendment or supplement thereto, or any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each Underwriter and each such indemnified party controlling person for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage damage, or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, the Preliminary Prospectus, the Effective Prospectus or Final Prospectus or such amendment or such supplement thereto, or any Blue Sky Application in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein (it being understood that the only information so provided by the Underwriters is the information included in connection with the preparation thereof, last paragraph on the cover page and (ii) such indemnity with respect to under the caption "Underwriting" in any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Final Prospectus was corrected in and the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personEffective Prospectus). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

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

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to the Basic Prospectus or any Preliminary Final Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such the Basic Prospectus or any Preliminary Final Prospectus was corrected in the Final Prospectus (or the Final Prospectus as supplemented prior supplemented) unless the Company has failed to timely furnish to the confirmation Underwriters copies of the sale of such Securities to such person)Final Prospectus in accordance with Section 4(d) hereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The To the fullest extent permitted by law, the Company agrees to will indemnify and hold harmless each Underwriter Holder and each any underwriter (as defined in the Securities Act ) acting for Holder, and any person who controls any Underwriter such Holder or such underwriter within the meaning of either the Act or the Exchange Act against Securities Act, from and against, and will reimburse Holder and each such underwriter and controlling person with respect to, any and all claims, actions, demands, losses, claimsdamages, damages or liabilities, joint or several, costs and expenses to which they Holder or any of them such underwriter or controlling person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such claims, actions, demands, losses, claimsdamages, damages liabilities, costs or liabilities (or actions in respect thereof) expenses arise out of or or. are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement for the registration Statement, any prospectus contained therein or any amendment or supplement thereto in which shares of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement theretoHolder are included pursuant to this Agreement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or arise out of any violation by the Company of any rule or regulation under the Securities Act applicable to the Company and agrees relating to reimburse each such indemnified party for any legal action or other expenses reasonably incurred, as incurred, by them inaction required of the Company in connection with investigating or defending any such loss, claim, damage, liability or actionregistration; provided, however, that (i) the Company will not be liable liable: (i) if corrected information is contained in a supplement to or an amendment to any such prospectus that was delivered to but not used by Holder; (ii) if Holder was required to deliver a prospectus and failed to do so; (iii) if the Holder was advised by the Company that the prospectus should no longer be used or (iv) in any such case to the extent that any such claim, action, demand, loss, claimdamage, damage liability, cost or liability arises out of or expense is based upon any such caused by an untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in strict conformity with written information furnished to the Company by Holder, such underwriter or on behalf of any Underwriter through the Representatives such controlling person in writing specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter Holder of Registrable Securities covered by any Shelf Registration Statement, each Holder of Registrable Securities covered by an Exchange Offer Registration Statement, as the case may be, the directors, officers, employees and agents of each such Holder and each person who controls any Underwriter such Holder within the meaning of either the Act or the Exchange Act (each, a “Holder Indemnitee”) against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them the foregoing may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary preliminary Prospectus or the ProspectusProspectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433 under the Act), or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives such Holder specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)inclusion therein. This indemnity agreement will shall be in addition to any liability which the Company may otherwise have. The Company also agrees to indemnify as provided in this Section 8(a) or contribute as provided in Section 8(d) hereof to Losses of each underwriter of Registrable Securities, registered under a Shelf Registration Statement, its directors, officers, employees or agents and each person who controls such underwriter on substantially the same basis as that of the indemnification of the selling Holders provided in this Section 8(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(q) hereof.

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

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20(a) of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any liabilities and expenses (including reasonable legal fees and expenses and reasonable costs of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement for or the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages, liabilities or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission which has been made therein or omitted therefrom in reliance upon and in conformity with written the information relating to such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically a Representative expressly for use in connection with therewith; provided, however, that the preparation thereof, and indemnification contained in this paragraph (iia) such indemnity with respect to any Preliminary Prepricing Prospectus or the Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting on account of any such loss, claim, damage damage, liability or liability purchased expense arising from the Securities which are sale of the subject thereof Shares by such Underwriter to any person if such person did not receive a copy of the Prepricing Prospectus (or the Prospectus (as then amended or supplemented) excluding documents incorporated therein by reference at shall not have been delivered or prior to the confirmation of the sale of such Securities sent to such person in any case where such delivery is within the time required by the Act and the Rules and Regulations, and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such Preliminary Prepricing Prospectus or the Prospectus was corrected in the Prepricing Prospectus (or the Prospectus (as supplemented prior then amended or supplemented), provided that the Company has delivered the Prepricing Prospectus or the Prospectus (as then amended or supplemented) to the confirmation of the sale of several Underwriters in requisite quantity on a timely basis to permit such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havedelivery or sending.

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

Indemnification and Contribution. (a) The Company Depositor agrees to indemnify and hold harmless each Underwriter the Underwriters and each person person, if any, who controls any an Underwriter within the meaning of either Section 15 of the Securities Act or the Exchange Act from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or severalany action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which they the Underwriters or any of them such controlling persons may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any amendment thereof or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment thereof or supplement thereto, or (iv) the omission or alleged omission to state in the Prospectus or any amendment thereof or supplement thereto a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and agrees to shall reimburse the Underwriters and each such indemnified party controlling person promptly upon demand for any legal or other expenses reasonably incurred, as incurred, incurred by them the Underwriters or such controlling persons in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Depositor shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Prospectus, or any amendment thereof or supplement thereto, or the Registration Statement, or any amendment thereof or supplement thereto, in reliance upon and in conformity with (i) written information furnished to the Company Depositor by or on behalf of any Underwriter through the Representative specifically for inclusion therein, it being understood that the only information furnished by the Underwriters or on behalf of the Underwriters for use in connection with the preparation of the Registration Statement or the Prospectus is described in Section 8(h) hereof, (ii) Seller-Provided Information or (iii) Enhancer-Provided Information; and provided further, however, that the Depositor will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to from any Preliminary Prospectus shall that was eliminated or remedied in the Prospectus, if a copy of the Prospectus was not inure sent or given with or prior to the benefit written confirmation of the sale of any Underwriter (or any person controlling such Underwriter) from whom Security to the person asserting any such the loss, claim, damage or liability purchased the Securities which are the subject thereof liability, if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)Act. This The foregoing indemnity agreement will be is in addition to any liability which the Company Depositor may otherwise havehave to the Underwriters or any controlling person of an Underwriter.

Indemnification and Contribution. (a) The Company agrees to shall indemnify and hold harmless each Underwriter Investor and each underwriter, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors, trustees, employees, advisors, legal counsel and accountants and each person who controls any Underwriter such Investor or underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an “Indemnified Person”) from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company hereby agrees to reimburse each such indemnified party Indemnified Person for any all reasonable legal or and other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as and when such expenses are incurred; provided, however, that (i) the Company will shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission made therein from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically such Indemnified Person expressly for use in connection with the preparation thereof, and therein or (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to in the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy case of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation occurrence of an event of the sale type specified in Section 3(e), the use by the Indemnified Person of such Securities an outdated or defective Prospectus after the Company has provided to such person in any case where Indemnified Person written notice that such delivery Prospectus is required by the Act and the untrue statement outdated or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havedefective.

Indemnification and Contribution. (a) The Company Seller agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities Underwritten Certificates as originally filed or in any amendment thereof, or in any Preliminary the Basic Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company Seller will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein (A) in reliance upon and in conformity with written information furnished to the Company Seller by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof or (B) in any Derived Information furnished to the Seller by any Underwriter in writing or by electronic transmission, 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 Pool Information furnished by the Seller to any Underwriter in writing or by electronic transmission, which information was used by any Underwriter in the preparation of any Computational Materials, Collateral Term Sheets or ABS Term Sheets included in such Current Report (or amendment or supplement thereof, ) and (ii) such indemnity with respect to any Preliminary Prospectus Collateral Error shall not inure to the benefit of any Underwriter (or any person controlling such any Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased received any Computational Materials, Collateral Term Sheets or ABS Term Sheets that were prepared on the Securities which are basis of such Collateral Error, if the subject thereof if Seller notified such person did not receive a copy Underwriter in writing of the Prospectus Collateral Error or provided in written or electronic form information superseding or correcting such Collateral Error (or the Prospectus as supplementedin any such case, a "Corrected Collateral Error") excluding documents incorporated therein by reference at or in sufficient time prior to the confirmation of the sale of such Securities the Underwritten Certificates to such person in any to permit the Underwriters to prepare and deliver corrected Computational Materials, Collateral Term Sheets and/or ABS Term Sheets, as the case where may be, and such delivery is required by the Act and the untrue statement Underwriter failed to notify such person thereof or omission of a material fact contained in to deliver such Preliminary Prospectus was person corrected in the Prospectus (or the Prospectus Computational Materials, Collateral Term Sheets and/or ABS Term Sheets, as supplemented prior to the confirmation of the sale of such Securities to such person)applicable. This indemnity agreement will be in addition to any liability which the Company Seller otherwise may otherwise have.

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

Indemnification and Contribution. (a) The Company Each of the Partnership and the General Partner, jointly and severally, agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company Partnership and the General Partner will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereofinclusion therein; and provided further, and (ii) such indemnity that with respect to any untrue statement or omission of material fact made in any Preliminary Prospectus 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) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are concerned, to the subject thereof if extent that any such person did not receive loss, claim, damage or liability of such Underwriter occurs under the circumstance where it shall have been determined by a copy court of competent jurisdiction by final and nonappealable judgment that (w) the Partnership had previously furnished copies of the Prospectus to the Representatives, (or x) delivery of the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is was required by the Act and to be made to such person, (y) the untrue statement or omission of a material fact contained in such the Preliminary Prospectus was corrected in the Prospectus and (z) there was not sent or the Prospectus as supplemented given to such person, at or prior to the written confirmation of the sale of such Securities securities to such person), a copy of the Prospectus. This indemnity agreement will be in addition to any liability which the Company Partnership or the General Partner may otherwise have.

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

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

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

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

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each of you and each other Underwriter and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20(a) the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any liabilities and expenses (including reasonable costs of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement for or the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages, liabilities or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission which has been made therein or omitted therefrom in reliance upon and in conformity with written the information relating to such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically you expressly for use in connection with therewith; provided, however, that the preparation thereof, and indemnification contained in this paragraph (iia) such indemnity with respect to any Preliminary Prepricing Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting on account of any such loss, claim, damage damage, liability or liability purchased expense arising from the Securities which are sale of the subject thereof Shares by such Underwriter to any person if such person did not receive a copy of the Prospectus (shall not have been delivered or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities sent to such person in any case where such delivery is within the time required by the Act and the regulations thereunder, and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such Preliminary Prepricing Prospectus was corrected in the Prospectus (or Prospectus, provided that the Company has delivered the Prospectus as supplemented prior to the confirmation of the sale of several Underwriters in requisite quantity on a timely basis to permit such Securities to such person)delivery or sending. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The To the extent permitted by law, the Company agrees to indemnify and hold harmless each Underwriter Initial Purchaser, each Initial Purchaser's employees, agents, officers and directors and each person person, if any, who controls any Underwriter an Initial Purchaser within the meaning of either Section 15 of the Act or the Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which an Initial Purchaser, they or any of you or them may become subject under the Act, the Exchange Act or otherwise, and to reimburse the Initial Purchasers, they or any of you or them, for any legal or other Federal expenses incurred by you or state statutory law or regulation, at common law or otherwisethem in connection with defending any action, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of or are based upon any alleged untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for Preliminary Offering Memorandum, the registration of Pricing Disclosure Package, the Securities as originally filed Offering Memorandum or in any amendment thereofSupplemental Written Offering Materials, or if the Company shall furnish or cause to be furnished to the Initial Purchasers any amendments or any supplements to the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Offering Memorandum or any Supplemental Written Offering Materials, in the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Offering Memorandum or any Preliminary Prospectus Supplemental Written Offering Materials as so amended or the Prospectus, or in any amendment thereof or supplement thereto, supplemented or arise out of or are based upon the any alleged omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages, liabilities or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises actions arise out of or is are based upon any such untrue statement or alleged untrue statement or omission, or untrue statement or omission which was made in the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Offering Memorandum or alleged omission made therein any Supplemental Written Offering Materials, or in the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Offering Memorandum or any Supplemental Written Offering Materials as so amended or supplemented, in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf the Initial Purchasers expressly for use therein. Each Initial Purchaser agrees promptly after its receipt of written notice of the commencement of any Underwriter through action in respect to which indemnity from the Representatives specifically Company on account of its agreement contained in this Section 7(a) may be sought by any such Initial Purchaser, or by any person controlling any such Initial Purchaser, to notify the Company in writing of the commencement thereof, but the omission so to notify the Company of any such action shall not release the Company from any liability which it may have to an Initial Purchaser or to such controlling person otherwise than on account of the indemnity agreement contained in this Section 7(a). In case any such action shall be brought against an Initial Purchaser or any such controlling person and an Initial Purchaser shall notify the Company of the commencement thereof, as above provided, the Company shall be entitled to participate in, and, to the extent that it shall wish, including the selection of counsel (such counsel to be reasonably acceptable to the indemnified party), to direct the defense thereof at its own expense. In case the Company elects to direct such defense and select such counsel (hereinafter, Company's counsel), an Initial Purchaser or any controlling person shall have the right to employ its own counsel, but, in any such case, the fees and expenses of such counsel shall be at such Initial Purchaser's or controlling person's expense unless (i) the Company has agreed in writing to pay such fees and expenses or (ii) the named parties to any such action (including any impleaded parties) include both an Initial Purchaser or any controlling person and the Company and such Initial Purchaser or any controlling person shall have been advised by its counsel that a conflict of interest between the Company and such Initial Purchaser or any controlling person may arise (and the Company's counsel shall have concurred in good faith with such advice) and for use this reason it is not desirable for the Company's counsel to represent both the indemnifying party and the indemnified party (it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the preparation thereofsame jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Initial Purchasers or any controlling person (ii) such indemnity with respect to plus any Preliminary Prospectus shall not inure to local counsel retained by the benefit of Initial Purchasers or any Underwriter controlling person in their reasonable judgment), which firm (or any person controlling such Underwriterfirms) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person shall be designated in any case where such delivery is required writing by the Act and the untrue statement Initial Purchasers or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such any controlling person). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

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

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectus, the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, the ADN Registration Statement (if applicable) or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating or defending any such loss, action or claim, damage, liability or actionas such expenses are incurred; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically expressly for use therein; and provided, further, that the Company shall not be liable to any Underwriter under the indemnity agreement in connection with the preparation thereof, and this subsection (iia) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting extent that any such loss, claim, damage or liability purchased of such Underwriter results from the fact that such Underwriter sold Securities which are to a person to whom there was not sent or given, at or prior to the subject thereof if written confirmation of such person did not receive sale, a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at then amended or prior to the confirmation of the sale of such Securities to such person supplemented in any case where such delivery is required by the Act if the Company has previously furnished copies thereof in sufficient quantity to such Underwriter as required by Section 4(f) and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in such a Preliminary Prospectus which was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havethen amended, modified or supplemented.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter of you, the directors, officers, employees and agents of each of you and each person who controls any Underwriter each of you within the meaning of either the Act or the Exchange Act against any and all losses, losses claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities Notes as originally filed or in any amendment thereof, or in any Preliminary the Prospectus or the any preliminary Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf either of any Underwriter through the Representatives you specifically for use in connection with the preparation thereofinclusion therein; provided, and (ii) further that such indemnity with respect to any Preliminary preliminary Prospectus or Prospectus Supplement shall not inure to your benefit (or to the benefit of any Underwriter (or any person controlling such Underwriteryou) from whom if the person asserting any such loss, claim, damage or liability purchased the Securities securities which are the subject thereof if such person did not receive a copy of the final Prospectus or Pricing Supplement (or the Prospectus as supplemented) any amendments thereof or supplements thereto), excluding documents incorporated therein by reference reference, at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary preliminary Prospectus or Prospectus Supplement was corrected in the final Prospectus or Pricing Supplement (or any amendments thereof or supplements thereto). The Company acknowledges that (i) the stabilization language appearing on the top of page S-2 and (ii) the information relating to the Agents set forth in the second and sixth paragraphs under the caption "Plan of Distribution," each as contained in the Prospectus as supplemented prior Supplement, constitute the only information furnished in writing by either of you for inclusion in the documents referred to in the confirmation of foregoing indemnity or in the sale of indemnity contained in Section 8(b) below, and you confirm that such Securities to such person)statements are correct. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

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

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

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

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

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

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

Indemnification and Contribution. (a) The Company Fifth Third agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed statement or in any amendment thereofthereof filed prior to the date hereof, or in any Preliminary Prospectus the Registration Statement or the Prospectus, or in any amendment thereof or supplement thereto, or in any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company Fifth Third will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company Fifth Third by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereofProspectus or any supplement thereto or any related preliminary prospectus or preliminary prospectus supplement or of the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee, and (ii) such indemnity with respect to any Preliminary Prospectus related preliminary prospectus or preliminary prospectus supplement shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did was not receive sent or given a copy of the Prospectus (or the Prospectus as amended or supplemented) ), excluding documents incorporated therein by reference reference, at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus related preliminary prospectus or preliminary prospectus supplement was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personamended or supplemented). This indemnity agreement will be in addition to any liability which the Company Fifth Third may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, expenses, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for or Prospectus (as amended or supplemented if the registration of the Securities as originally filed Company shall have furnished any amendments or in supplements thereto) or any amendment thereof, or in any Preliminary Basic Prospectus or the Prospectus, or in any amendment thereof or supplement theretopreliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances in which they were made, not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, damage liability or action; providedPROVIDED, howeverHOWEVER, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Managers specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Basic Prospectus or preliminary prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Offered Securities which are the subject thereof if such person did not receive a copy of the Prospectus (as then amended or supplemented if the Prospectus as supplementedCompany shall have furnished any amendments or supplements thereto) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Offered Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Basic Prospectus or preliminary prospectus was corrected in the Prospectus (as so amended or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personsupplemented). This indemnity agreement will be is in addition to any liability which the Company may otherwise have.

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

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter you, your directors, officers, employees and agents and each person who controls any Underwriter you within the meaning of either the Act or the Exchange Act against any and all losses, losses claims, damages or liabilities, joint or several, to which you or they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities Notes as originally filed or in any amendment thereof, or in any Preliminary the Prospectus or the any preliminary Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives you specifically for use in connection with the preparation thereofinclusion therein; provided, and (ii) further that such indemnity with respect to any Preliminary preliminary Prospectus or Prospectus Supplement shall not inure to your benefit (or to the benefit of any Underwriter (or any person controlling such Underwriteryou) from whom if the person asserting any such loss, claim, damage or liability purchased the Securities securities which are the subject thereof if such person did not receive a copy of the final Prospectus or Pricing Supplement (or the Prospectus as supplemented) any amendments thereof or supplements thereto), excluding documents incorporated therein by reference reference, at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary preliminary Prospectus or Prospectus Supplement was corrected in the final Prospectus or Pricing Supplement (or any amendments thereof or supplements thereto). The Company acknowledges that (i) the stabilization language appearing on the top of page S-2 and (ii) the information relating to the Agent set forth in the second and sixth paragraphs under the caption "Plan of Distribution," each as contained in the Prospectus as supplemented prior Supplement, constitute the only information furnished in writing by you for inclusion in the documents referred to in the confirmation of foregoing indemnity or in the sale of indemnity contained in Section 8(b) below, and you confirm that such Securities to such person)statements are correct. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

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

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

Indemnification and Contribution. (a) The (i) In connection with any Registration Statement, the Company agrees to indemnify and hold harmless each Underwriter Holder of Transfer Restricted Notes covered thereby, the directors, officers, employees and agents of each such Holder and each person who controls any Underwriter such Holder within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary preliminary Prospectus or the Prospectus, Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, and agrees agree to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (A) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information relating to the Holder furnished to the Company by or on behalf of any Underwriter through the Representatives such Holder specifically for inclusion therein, (B) use of a Registration Statement or the related Prospectus during a period when a stop order has been issued in connection with the preparation thereof, and (ii) respect of such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (Registration Statement or any person controlling proceedings for that purpose have been initiated or use of a Prospectus when use of such UnderwriterProspectus has been suspended pursuant to Section 5(c); provided, further, in each case, that Holders received prior notice of such stop order, initiation of proceedings or suspension or (C) from whom if the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did Holder is required to but does not receive deliver a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)then current Prospectus. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

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

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter Underwriter, its respective affiliates, agents, directors and officers and each person person, if any, who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in any Preliminary Prospectus, the Final Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus or the Prospectusinformation contained in the final term sheet required to be prepared and filed pursuant to Section 4(A)(h) hereof, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other reasonable and documented out-of-pocket expenses reasonably incurred, as such expenses are incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)Information. This indemnity agreement will be in addition to any liability which that the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to -------------------------------- indemnify and hold harmless each Underwriter of the Underwriters and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any liabilities and expenses (including reasonable costs of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement for or the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages, liabilities or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission which has been made therein or omitted therefrom in reliance upon and in conformity with written the information relating to such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically expressly for use in connection with therewith; provided, however, that the preparation thereof, and indemnification contained in this paragraph (iia) such indemnity with respect to any Preliminary Prepricing Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting on account of any such loss, claim, damage damage, liability or liability purchased expense arising from the Securities which are sale of the subject thereof Notes by such Underwriter to any person if such person did not receive a copy of the Prospectus (shall not have been delivered or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities sent to such person in any case where such delivery is within the time required by the Act and the regulations thereunder, and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such Preliminary Prepricing Prospectus was corrected in the Prospectus (or Prospectus, provided that the Company has delivered the Prospectus as supplemented prior to the confirmation of the sale of Underwriters in requisite quantity on a timely basis to permit such Securities to such person)delivery or sending. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter of you and each person other Manager and each person, if any, who controls any Underwriter Manager within the meaning of either Section 15 of the Act or Section 20(a) of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any liabilities and expenses (including reasonable costs of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any International Prepricing Prospectus or in the Registration Statement for or the registration of the Securities as originally filed International Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and agrees in conformity with the information relating to reimburse each such indemnified party Manager furnished in writing to the Company by any Manager through the Lead Managers expressly for any legal or other expenses reasonably incurred, as incurred, by them use in connection therewith; provided, however, that the indemnification contained in this paragraph (a) with investigating respect to any International Prepricing Prospectus shall not inure to the benefit of any Manager (or defending to the benefit of any person controlling such Manager) on account of any such loss, claim, damage, liability or action; providedexpense arising from the sale of the Shares by such Manager to any person if a copy of the International Prospectus shall not have been delivered or sent to such person within the time required by the Act and the regulations thereunder, however, that (i) and the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary International Prepricing Prospectus was corrected in the International Prospectus, provided that the Company has delivered the International Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of several Managers in requisite quantity on a timely basis to permit such Securities to such person)delivery or sending. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees to JCPR and JCPenney will jointly and severally indemnify and hold harmless each Underwriter and each person person, if any, who controls any such Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they such Underwriter or any of them such controlling person may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofStatement, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, ; and agrees to will reimburse each Underwriter and each such indemnified party controlling person for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company JCPR and JCPenney will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein in any of such documents in reliance upon and in conformity with written information furnished to the Company JCPR by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, therein and (ii) such the indemnity agreements contained in this paragraph (a) with respect to any Preliminary Prospectus such related preliminary prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom if at or prior to the written confirmation of the sale of the Certificates to any person asserting any such losslosses, claimclaims, damage damages, liabilities or liability purchased the Securities which are the subject thereof if such person did not receive expenses a copy of the Prospectus (or the Prospectus as so amended or supplemented) excluding documents incorporated therein by reference at was not sent or prior to the confirmation of the sale of such Securities delivered to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus related preliminary prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personso amended or supplemented). This indemnity agreement will be in addition to any liability which the Company JCPR or JCPenney may otherwise have.

Indemnification and Contribution. (a) The Company agrees Partnership Parties jointly and severally agree to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates who have, or who are alleged to have, participated in the distribution of the Units (such affiliates being referred to herein as a “Participating Affiliate”) and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities Units as originally filed or in any amendment thereof, or in any Preliminary Prospectus or Prospectus, the Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made (with respect to any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus), not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company Partnership Parties will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Underwriter through the Representatives specifically for use in connection with inclusion therein, it being understood and agreed that the preparation thereof, and (ii) only such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit information furnished by or on behalf of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy consists of the Prospectus (or the Prospectus information described as supplementedsuch in Section 8(b) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person)hereof. This indemnity agreement will be in addition to any liability which the Company Partnership Parties may otherwise have.

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

Indemnification and Contribution. (a) The Company agrees to -------------------------------- indemnify and hold harmless each Underwriter Placement Agent, and each person person, if any, who controls any Underwriter such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or is under common control with, or is controlled by, such Placement Agent, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or liabilities, joint or several, to which they other expenses reasonably incurred by any Placement Agent or any of them may become subject under the Act, the Exchange Act such controlling or other Federal affiliated person in connection with defending or state statutory law investigating any such action or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofclaim) arise out of or are based upon caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for Memorandum (as amended or supplemented if the registration of the Securities as originally filed Company shall have furnished any amendments or in any amendment thereofsupplements thereto), or in caused by any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages or other expenses reasonably incurred, as incurred, liabilities are caused by them in connection with investigating or defending any such loss, claim, damage, liability untrue statement or actionomission or alleged untrue statement or omission based upon information relating to any Placement Agent furnished to the Company in writing by such Placement Agent through you expressly for use therein; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such foregoing indemnity agreement with respect to any Preliminary Prospectus the Memorandum shall not inure to the benefit of any Underwriter Placement Agent (or any other person controlling such Underwriterindemnified pursuant to this paragraph (a)) from whom to the person asserting extent that any such losslosses, claimclaims, damage damages or liability purchased liabilities result from the Securities which are the subject thereof if fact that such Placement Agent sold securities to a person did to whom there was not receive sent or given by or on behalf of such Placement Agent a copy of the Prospectus (an amended or the Prospectus as supplemented) excluding documents incorporated therein by reference supplemented Memorandum at or prior to the written confirmation of the sale of such Securities the Notes to such person in any case where (if the Company shall have furnished such delivery is required by amendment or supplement to the Act Memorandum to such Placement Agent prior to the written confirmation of such sale), and if the losses, claims, damages or liabilities result from an untrue statement or alleged untrue statement or an omission of a material fact or alleged omission contained in such Preliminary Prospectus the Memorandum that was corrected in the Prospectus (such amendment or the Prospectus as supplemented prior supplement to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveMemorandum.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each of you and each other Underwriter and each person person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any liabilities and expenses (including reasonable costs of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement for or the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages, liabilities or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission which has been made therein or omitted therefrom in reliance upon and in conformity with written the information relating to such Underwriter furnished in writing to the Company by or on behalf of any such Underwriter through the Representatives specifically you expressly for use in connection with therewith; provided, however, that the preparation thereof, and indemnification contained in this paragraph (iia) such indemnity with respect to any Preliminary Prepricing Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting on account of any such loss, claim, damage damage, liability or liability purchased expense arising from the Securities which are the subject thereof sale of Shares by such Underwriter to any person if such person did not receive (i) a copy of the Prospectus (shall not have been delivered or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities sent to such person in any case where such delivery is within the time required by the Act and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such Preliminary Prepricing Prospectus was corrected in the Prospectus and (or ii) the Company delivered the Prospectus as supplemented prior to the confirmation of the sale of several Underwriters in requisite quantity on a timely basis to permit such Securities to such person)delivery or sending. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

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

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter the Underwriters, and each person person, if any, who controls any Underwriter the Underwriters within the meaning of either the Securities Act or and the Exchange Act Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them the Underwriters may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, claims damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed (or in any amendment thereto), including any information deemed to be a part thereof, or in the Preliminary Prospectus, any Preliminary Prospectus Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party the Underwriters for any legal or other expenses reasonably incurred, as incurred, incurred by them the Underwriters in connection with investigating investigating, preparing to defend or defending defending, or appearing as a third party witness in connection with, any such lossaction or claims as such expenses are incurred, claim, damage, liability or action; provided, however, that (i) the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based solely upon any such untrue statement or alleged an untrue statement or omission made in the Registration Statement (or alleged omission made therein any amendment thereto), including any information deemed to be a part thereof, or the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter the Underwriters through the Representatives specifically Representative expressly for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havetherein.

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

Indemnification and Contribution. (a) The Upon the Registration of Applicable Securities pursuant to Section 2 or 3 hereof, the Company agrees to shall indemnify and hold harmless each Underwriter Covered Holder, each Warrant Holder, if applicable, and each Underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Applicable Securities, and each of their respective officers, directors, employees and agents and each person who controls any Underwriter such Covered Holder, such Warrant Holder, if applicable, Underwriter, selling agent or other securities professional within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an “Indemnified Person”) against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of under which such Applicable Securities are to be registered under the Securities as originally filed Act, or in any Prospectus contained therein or furnished by the Company to any Indemnified Person, or any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company hereby agrees to reimburse each such indemnified party Indemnified Person for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that (i) the Company will shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such Registration Statement or Prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by such Indemnified Person expressly for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (Company or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (prospective sellers or Underwriters, or any of their respective Affiliates, directors, officers, employees, agents or controlling Persons and shall survive the Prospectus as supplemented) excluding documents incorporated therein transfer of securities by reference at any Covered Holder or prior to the confirmation of the sale of such Securities to such person in by any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise haveWarrant Holder, if applicable.

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

Indemnification and Contribution. (a) The Company agrees In the event of --------------------------------- any registration under the Securities Act pursuant to this Article VII of any Registrable Securities, Seller will indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act Holder thereof against any and all losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, to which they or any of them such Holder may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a any material fact contained contained, on the effective date thereof, in the Registration Statement for the any registration of statement under which such securities were registered under the Securities as originally filed Act, any preliminary prospectus or in final prospectus contained therein, or any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party Holder for any legal or any other expenses reasonably incurred, as incurred, incurred by them such Holder in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, -------- however, that (i) the Company will Seller shall not be liable in any such case to the extent that any ------- such loss, claim, damage damage, liability or liability expense arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such registration statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company Seller by such Holder or an underwriter on behalf of any Underwriter through the Representatives specifically such Holder expressly for use in connection with therein; and provided further that the preparation thereof, and (ii) such foregoing -------- ------- indemnity agreement with respect to any Preliminary Prospectus prospectus shall not inure to the benefit of any Underwriter (the Holder if it is conclusively determined by a court of competent jurisdiction not subject to appeal that a copy of a prospectus was not sent or any person controlling given by or on behalf of the Holder to the purchaser of the Common Stock who has asserted a claim, if required by law to have been so delivered, at or prior to the written confirmation of the sale of Common Stock to such Underwriter) from whom person, and if a prospectus would have cured the person asserting any defect giving rise to such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise have.liability;

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

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

Indemnification and Contribution. (a) The Company agrees and, subject to the limitations of Section 8(h) hereof, the Executive Selling Stockholders, jointly and severally, agree to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party party, as incurred, for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the -------- ------- Company and the Executive Selling Stockholders will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use inclusion therein, provided further, however, that the indemnification provided in connection with the preparation thereof, and this paragraph ------- (iia) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting on account of any such losslosses, claimclaims, damage damages or liability purchased liabilities arising from the sale of the Securities which are the subject thereof by such Underwriter to any person if such person did not receive a copy of the Prospectus (shall not have been delivered or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities sent to such person in any case where such delivery is within the time required by the Act and the regulations thereunder, and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or Prospectus, provided that the Company has delivered the Prospectus as supplemented prior to the confirmation of the sale of several Underwriters in requisite quantity on a timely basis to permit such Securities to such person)delivery or sending. This indemnity agreement will be in addition to any liability which the Company or the Executive Selling Stockholders may otherwise have.

Indemnification and Contribution. (a) The Company agrees to will indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will promptly reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating investigating, preparing to defend or defending defending, or appearing as a third-party witness in connection with, any such loss, action or claim, damage, liability or action; provided, however, that (i) the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in any preliminary prospectus, the Registration Statement or Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter the Underwriters through the Representatives specifically you expressly for use in connection with therein; provided, further, that the preparation thereof, and (ii) such foregoing indemnity agreement with respect to any Preliminary Prospectus preliminary prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such losslosses, claimclaims, damage damages or liability liabilities purchased the Securities which are the subject thereof Securities, or any person controlling such Underwriter, if such person did not receive a copy of the Prospectus (as then amended or supplemented if the Prospectus as supplementedCompany shall have furnished any amendments or supplements thereto) excluding documents incorporated therein was not sent or given by reference or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition , and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to any liability which the Company may otherwise havesuch losses, claims, damages or liabilities.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold you harmless each Underwriter and to indemnify and hold harmless your officers and employees and each person person, if any, who controls any Underwriter you within the meaning of either Section 15 of the Act or Section 20(a) of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any liabilities and expenses (including reasonable costs of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement for or the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and agrees in conformity with the information relating to reimburse each such indemnified party you furnished in writing to the Company by or on your behalf expressly for any legal or other expenses reasonably incurred, as incurred, by them use in connection therewith; provided, however, that the indemnification contained in this paragraph (a) with investigating respect to any Prepricing Prospectus shall not inure to your benefit (or defending to the benefit of any of your officers or employees or any person controlling you) on account of any such loss, claim, damage, liability or action; providedexpense arising from the sale of the Shares by you to any person if a copy of the Prospectus shall not have been delivered or sent to such person within the time required by the Act, however, that (i) and the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prepricing Prospectus was corrected in the Prospectus (or Prospectus, provided that the Company has delivered the Prospectus as supplemented prior to you in requisite quantity on a timely basis to permit such delivery or sending. Notwithstanding anything to the confirmation of contrary herein, you shall not be obligated to send or give any Incorporated Document, or any amendment or supplement thereto, to any person in order to benefit from the sale of such Securities to such person)indemnification provisions herein or otherwise. This The foregoing indemnity agreement will shall be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company First Union agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed statement or in any amendment thereofthereof filed prior to the date hereof, or in any Preliminary Prospectus the Registration Statement or the Prospectus, or in any amendment thereof or supplement thereto, or in any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred, as incurred, incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company First Union will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity con formity with written information furnished to the Company First Union by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereofProspectus or any supplement thereto or any related preliminary prospectus or preliminary prospectus supplement or of the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee, and (ii) such indemnity with respect to any Preliminary Prospectus related preliminary prospectus or preliminary prospectus supplement shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did was not receive sent or given a copy of the Prospectus (or the Prospectus as amended or supplemented) ), excluding documents incorporated therein by reference reference, at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus related preliminary prospectus or preliminary prospectus supplement was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such personamended or supplemented). This indemnity agreement will be in addition to any liability which the Company First Union may otherwise have.

Indemnification and Contribution. (a) The Company agrees to Guarantor and the Trust will, jointly and severally, indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for Statement, the registration of the Securities as originally filed or in any amendment thereofBasic Prospectus, or in any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that (i) neither the Company will not Guarantor nor the Trust shall be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Company Guarantor or the Trust by or on behalf of any Underwriter through the Representatives specifically Representative expressly for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as supplemented prior to the confirmation of the sale of such Securities to such person). This indemnity agreement will be in addition to any liability which the Company may otherwise havetherein.

Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Underwriter may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon upon: (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereofthereto, or in any Preliminary Prospectus or the Prospectus, Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any amendment thereto, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and agrees to will reimburse each such indemnified party Underwriter for any legal or other expenses reasonably incurred, as incurred, incurred by them such Underwriter in connection with investigating investigating, defending against or defending appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, that (i) the Company will shall not be liable in any such case to the -------- ------- extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement or any amendment thereto, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically you expressly for use therein; and provided, further, that the Company shall not be liable to any Underwriter in connection with the preparation thereof, and (ii) such indemnity with respect of any Preliminary Prospectus or any amendment or supplement to any Preliminary Prospectus shall not inure to the benefit of any Underwriter extent that (A) the Prospectus did not contain the untrue statement or any person controlling such Underwriter) from whom the person asserting any alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liability purchased liability, (B) the Securities which are Prospectus was not sent or given to the subject thereof if such person did not receive a copy purchaser of the Prospectus (or the Prospectus as supplemented) excluding documents incorporated therein by reference Shares in question at or prior to the written confirmation of the sale of such Securities Shares to such person and (C) the failure to deliver such Prospectus was not the result of non-compliance by the Company with its obligations under Section 5(a)(vi). The Company will not, without the prior written consent of each Underwriter, settle or compromise or consent to the entry of any judgment in any case where such delivery is required by the Act and the untrue statement pending or omission of a material fact contained in such Preliminary Prospectus was corrected in the Prospectus threatened claim, action, suit or proceeding (or the Prospectus as supplemented prior related cause of action or portion thereof) in respect of which indemnification may be sought hereunder (whether or not such Underwriter is a party to the confirmation of the sale such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of such Securities to Underwriter from all liability arising out of such personclaim, action, suit or proceeding (or related cause of action or portion thereof). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification and Contribution. (a) The Company agrees Primary Entities, jointly and severally, agree to indemnify and hold harmless each the Underwriter and each person person, if any, who controls any the Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any liabilities and expenses (including reasonable costs of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofinvestigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus or in the Registration Statement for or the registration of the Securities as originally filed Prospectus or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each except insofar as such indemnified party for any legal losses, claims, damages, liabilities or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission which has been made therein or omitted therefrom in reliance upon and in conformity with written the information relating to the Underwriter furnished in writing to the Company by or on behalf of any the Underwriter through the Representatives specifically expressly for use in connection with the preparation thereoftherewith; provided, and (ii) such indemnity however, that with respect to any untrue statement or omission of material fact made in any Preliminary Prospectus Prospectus, the indemnity agreement contained in this Section 7(a) shall not inure to the benefit of any the Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are securities concerned, to the subject thereof if extent that any such person did not receive loss, claim, damage or liability of the Underwriter occurs under the circumstance where it shall have been determined by a copy court of competent jurisdiction by final and nonappealable judgment that (w) the Company had previously furnished copies of the Prospectus to the Underwriter, (or x) delivery of the Prospectus as supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is was required by the Act and to be made to such person, (y) the untrue statement or omission of a material fact contained in such the Preliminary Prospectus was corrected in the Prospectus and (z) there was not sent or the Prospectus as supplemented given to such person, at or prior to the written confirmation of the sale of such Securities securities to such person). This indemnity agreement will be in addition to any liability which , a copy of the Company may otherwise haveProspectus.