Common use of Indemnification and Contribution Clause in Contracts

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its directors, officers, agents, affiliates and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter, director, officer, agent, affiliate or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter, director, officer, agent, affiliate or controlling person for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have. (b) Each Underwriter severally and not jointly will indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company, such director, officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding. (d) If the indemnification provided for in this Section 6 is unavailable under subsection (a) or (b) above to a party that would have been an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) above, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within the meaning of the Act.

Indemnification and Contribution. (a) The Company Seller and the Bank, jointly and severally, will indemnify and hold harmless each Underwriter, its directors, officers, agents, affiliates Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and the respective officers, directors, agents and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter, director, officer, agent, affiliate Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Time of Sale Information, the Registration Statement, Prospectus or any amendment theretoor supplement thereto or any Form ABS-15G furnished to the Commission on ▇▇▇▇▇ with respect to the transactions contemplated by this Agreement (a “Furnished Form ABS-15G”), including any information deemed data provided by the Seller, the Bank, the Issuer or any of their affiliates to be a part thereof pursuant any Underwriter in order to Rule 430B under prepare the ActIntex CDI File, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each UnderwriterUnderwriter and each such officer, director, officer, agent, affiliate employee or controlling person for any legal or other expenses reasonably incurred by it each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action; provided, however, that the Company shall Seller and the 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 an any such untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, documents in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereofInformation. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities that liability which the Company Seller or the Bank may otherwise have. (b) Each Underwriter Underwriter, severally and not jointly jointly, will indemnify and hold harmless the Company, its directors, its officers who sign Seller and the Registration Statement Bank and each person, if any, who controls the Company Seller or the Bank within the meaning of either Section 15 of the Act or Section 20 of the Exchange ActAct and the respective officers, directors, agents and employees of each such person, against any losses, claims, damages or liabilities to which the Company, such director, officer Seller or controlling person the Bank may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company Issuer, the Seller and the Bank by you, or by any such Underwriter through you, the Representatives specifically for use therein and (ii) with regard to any investor with whom an Underwriter enters into a Contract of Sale for the Notes prior to the filing of the final Prospectus, the failure upon the part of such Underwriter to convey (within the meaning of Rule 159 under the Act) the Preliminary Prospectus to such investor at or prior to the time of the contract of sale for such Notes; provided, however, that to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of the Seller or the Bank unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the preparation thereof; and time of such contract of sale. Each Underwriter will reimburse the Company for any legal or other expenses reasonably incurred by the Company Seller or the Bank, as applicable, in connection with investigating or defending any of the losses, claims, damages, or liabilities (or actions in respect thereof) for which it has agreed to indemnify the Seller or the Bank, as applicable, in accordance with the foregoing. The Seller and the Bank agree with each Underwriter that the only written information furnished to the Issuer, the Seller and the Bank by the Underwriters specifically for use in the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, or the Ratings Issuer Free Writing Prospectus is the information relating to the Underwriters and the underwriting of the Notes in the second sentence of the fourth paragraph and the sixth paragraph (except for the information relating to the Depositor in the last sentence thereof) under the heading “Underwriting” in the Preliminary Prospectus or the Prospectus (“Underwriter Information”). This indemnity agreement will be in addition to any liability that each Underwriter may otherwise have. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless the Seller and the Bank and each person, if any, who controls the Seller or the Bank within the meaning of the Act or the Exchange Act and the respective officers, directors, agents and employees of each such person, against any losses, claims, damages or liabilities to which the Seller or the Bank may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing 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 will reimburse any legal or other expenses reasonably incurred by the Issuer, the Seller or the Seller in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission in any Underwriter Free Writing Prospectus (i) made in reliance upon and in conformity with any written information furnished to the related Underwriter by the Seller or the Bank expressly for use therein or (ii) as a result of any inaccurate information (including as a result of any omission therein) in the Time of Sale Information, the Prospectus or the Issuer Information which information was not corrected by information subsequently provided by the Seller or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. The This indemnity agreement set forth in this Section 6(b) shall will be in addition to any liabilities liability that each Underwriter may otherwise have. (cd) Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 9 of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under such subsectionclause (a), (b) or (c) of this Section 9, notify the indemnifying party in writing of the commencement thereof; but provided, that the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have under this Section 9, except to the extent that it has been materially prejudiced by such failure and, provided further, that the omission and/or delay so to notify the indemnifying party shall will not relieve it from any liability which it may have to any indemnified party otherwise than under such subsectionclause (a), (b) or (c) of this Section 9. In case any such action shall be is brought against any indemnified party, and it shall notify notifies the indemnifying party of the commencement thereof, the indemnifying party shall will be entitled to participate in therein and, to the extent that it shall wishmay elect by written notice, jointly with any other indemnifying party, party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, andbe counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and the appointment of satisfactory counsel, including local counsel if applicable, the indemnifying party shall will not be liable to such indemnified party under such subsection this Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have If the right to employ its own counsel defendants in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by action include both the indemnified party has been authorized in writing by and the indemnifying party, (2) party and the indemnified party has shall have reasonably concluded that (based on advice of counseli) that there exists actual or potential conflicting interests between the indemnifying party and the indemnified parties, or (ii) there may be legal defenses available to it or and/or other indemnified parties that are different from or in addition additional to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not or parties shall have the right to direct select separate counsel, including local counsel if applicable, to assert such legal defenses and to otherwise participate in the defense of such action on behalf of the such indemnified party) party or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be parties at the expense of the indemnifying party or parties. It is understood that party, subject to the approval of the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted (such approval not to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld). No indemnifying party shall, without the prior written consent of each the indemnified party, settle or compromise or consent to the entry effect any settlement of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not in respect of which any indemnified party is or could have been a party thereto), and indemnity could have been sought hereunder by such indemnified party unless such settlement, compromise or consent settlement (i) includes an unconditional release of each such indemnified party from all liability arising or on any claims that may arise out are the subject matter of such claimaction and (ii) does not include a statement as to, action or proceedingadmission of, fault, culpability or a failure to act by or on behalf of any such indemnified party. 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 any indemnified party from and against any loss or liability by reason of such settlement or judgment. (de) If the indemnification provided for in this Section 6 9 is unavailable under subsection (a) or (b) above insufficient to a party that would have been hold harmless an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to thereinthis Section 9, then each party that would have been an such indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such the losses, claims, damages or liabilities referred to in this Section 9, (or actions in respect thereofi) in such proportion as is appropriate to reflect the relative benefits received by the Company Seller and the Bank on the one hand and the Underwriters relevant Underwriter on the other from the offering of the Bonds. If, however, Notes or (ii) if the allocation provided by the immediately preceding sentence clause (i) is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) abovelaw, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) but also the relative fault of the Company Seller and the Bank on the one hand and the Underwriters relevant Underwriter on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company Seller and the Bank on the one hand and the Underwriters relevant Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company Issuer or the Seller bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereofrelevant Underwriter. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company Issuer, the Seller or the Underwriters Bank or by any Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in the first sentence of this subsection clause (de) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party indemnified party in connection with investigating or defending any such action or claim which is the subject of this clause (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereofe). Notwithstanding the provisions of this subsection clause (de), no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by itit in connection with such Notes underwritten by it exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in obligation of each Underwriter under this subsection (dSection 9(e) to contribute are shall be several in proportion to their respective underwriting obligations and not joint. (ef) The obligations of the Company indemnifying party under this Section 6 9 shall be in addition to any liability which the Company indemnifying party may otherwise have and shall extend, upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company indemnified party within the meaning of the Act.

Indemnification and Contribution. (a) The Company will Issuer agrees to indemnify and hold harmless each Underwriter, its directors, officers, agents, affiliates Agent and each person, if any, person who controls any Underwriter such Agent within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter, director, officer, agent, affiliate they or controlling person 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, registration statement relating to the Registered Securities as originally filed or in any amendment thereto, including or in any information deemed to be a part thereof pursuant to Rule 430B under preliminary prospectus or the ActProspectus, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will agrees to reimburse each Underwriter, director, officer, agent, affiliate or controlling person Agent for any legal or other expenses reasonably incurred by it such Agent in connection with investigating or defending against any such loss, claim, damage, liability or action; provided, however, that (i) the Company shall Issuer will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any of such amendment or supplement, documents in reliance upon and in conformity with written information furnished to the Company by you, or Issuer by any Underwriter through you, Agent specifically for use in connection with the preparation thereof. The thereof and (ii) such indemnity agreement set forth in this Section 6(a) shall be in addition with respect to any liabilities that preliminary prospectus or the Company may otherwise have. Prospectus shall not inure to the benefit of any Agent (bor any person controlling such Agent) Each Underwriter severally and through which the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not jointly will indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 receive a copy of the Act Prospectus (or Section 20 the Prospectus as so amended or supplemented), excluding documents incorporated therein by reference, at or prior to the earlier of the Exchange Act, against confirmation of the sale of such Securities or the delivery of the Securities to such person in any losses, claims, damages or liabilities to which the Company, case where such director, officer or controlling person may become subject, under delivery is required by the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any and the untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus was corrected in the Prospectus (or the Prospectus as amended or 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 Issuer may otherwise have. (b) Each Agent agrees to indemnify and hold harmless the Issuer, each of its directors, each of its officers who signed the Registration Statement or any amendment or supplement thereto), and each person who controls the Issuer within the meaning of either the Act or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinExchange Act, in the light of the circumstances under which they were made, not misleading, in each case to the extentsame extent as the foregoing indemnity from the Issuer to such Agent, but only with reference to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information relating to such Agent furnished to the Company Issuer by you, or by any Underwriter through you, such Agent specifically for use in the preparation thereof; and will reimburse of the Company for any legal or other expenses reasonably incurred by documents referred to in the Company in connection with investigating or defending against any such loss, claim, damage, liability or actionforegoing indemnity. The This indemnity agreement set forth in this Section 6(b) shall will be in addition to any liabilities that each Underwriter liability which such Agent may otherwise have. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 7 of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under such subsectionthis Section 7, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall will not relieve it from any liability which it may have to any indemnified party otherwise than under such subsectionthis Section 7. In case any such action shall be is brought against any indemnified party, and it shall notify notifies the indemnifying party of the commencement thereof, the indemnifying party shall will be entitled to participate in andtherein, and to the extent that it shall wish, jointly with any other indemnifying may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, andhowever, after if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofof such action and approval by the indemnified party of counsel, the indemnifying party shall will not be liable to such indemnified party under such subsection this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2i) the indemnified party has reasonably concluded (based on advice shall have employed separate counsel in connection with the assertion of counsel) that there may be legal defenses available in accordance with the proviso to the next preceding sentence (it or other being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, approved by the Agents in the case of subparagraph (a), representing the indemnified parties that under subparagraph (a) who are different from or in addition parties to those available to such action), (ii) the indemnifying party, (3) a conflict or potential conflict exists (based on advice of party shall not have employed counsel satisfactory to the indemnified party) between party to represent the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense within a reasonable time after notice of such action on behalf commencement of the indemnified party) action or (4iii) the indemnifying party has not in fact employed counsel to assume authorized the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges employment of counsel will be for the indemnified party at the expense of the indemnifying party party; and except that, if clause (i) or parties. It (iii) is understood that applicable, such liability shall be only in respect of the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted counsel referred to practice in such jurisdiction at any one time for all such indemnified party clause (i) or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheldiii). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding. (d) If In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 6 is unavailable under subsection paragraph (a) of this Section 7 is due in accordance with its terms but is for any reason held by a court to be unavailable from the Issuer on grounds of policy or (b) above otherwise, the Issuer and each Agent shall contribute to a party that would have been an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any the aggregate losses, claims, damages or and liabilities (or actions in respect thereof) referred to therein, then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) above, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any including legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any same) to which the Issuer and such action or claim (which shall Agents may be limited as provided subject in subsection (csuch proportion so that each Agent is responsible for that portion represented by the percentage that the sum of aggregate commissions received by such Agent pursuant to Section 3(c) above if the Indemnifying Party has assumed the defense of any such action hereof in accordance connection with the provisions thereof). Notwithstanding sale of the provisions Securities to which such loss, claim, damage or liability relates to the aggregate principal amount of this subsection such Securities and the Issuer is responsible for the balance; provided, however, that (d), y) in no Underwriter case shall any Agent be required to contribute responsible for any amount in excess of the underwriting discounts commissions received by it. No it for such Securities to which such loss, claim, damage or liability relates, and (z) no person guilty of found liable for fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was found not guilty of liable for such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations For purposes of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend7, upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each person, if any, person who controls any Underwriter Agent within the meaning of either the Act or the Exchange Act shall have the same rights to contribution as such Agent, and each person who controls the Issuer within the meaning of either the Act or the Exchange Act; and the obligations , each officer of the Underwriters under this Section 6 Issuer who shall be in addition to have signed the Registration Statement or any liability which the respective Underwriters may otherwise have amendment thereto, and shall extend, upon the same terms and conditions, to each director of the CompanyIssuer shall have the same rights to contribution as the Issuer, subject in each case to each officer clause (y) of this paragraph (d). Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this paragraph (d), notify such party or parties from whom contribution may be sought, but the Company who has signed omission to notify such party or parties shall not relieve the Registration Statement and to each person, if any, who controls the Company within the meaning of the Actparty or parties from whom contribution may be sought from any obligation it or they may have hereunder or otherwise than under this paragraph (d).

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, its the directors, officers, agents, affiliates employees and agents of each Underwriter and each person, if any, person 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 liabilities, joint or several, to which such Underwriter, director, officer, agent, affiliate they or controlling person any of them may become subject, subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementregistration statement for the registration of the Securities as originally filed or in any amendment thereof, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Act, arise out of or the are based upon an omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained fact, in any preliminary prospectus, light of the Disclosure Package or the Prospectus (or any amendment or supplement thereto)circumstances in which it was made, or the an omission or alleged omission therefrom of to state a material fact required to be stated or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, in any Preliminary Prospectus, the Final Prospectus, or in any amendment or supplement thereto, or in any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, and will agrees to reimburse each Underwritersuch indemnified party, directoras incurred, officer, agent, affiliate or controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action; provided, however, that the Company shall 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 an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, therein in reliance upon and in conformity with written information furnished to the Company by you, or by on behalf of any Underwriter through you, the Representatives specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise haveinclusion therein. (b) Each Underwriter severally and not jointly will agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who sign the Registration Statement officers, and each person, if any, person who controls the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company, such director, officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extentsame extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by you, or by any on behalf of such Underwriter through you, the Representatives specifically for use inclusion in the preparation thereof; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company documents referred to in connection with investigating or defending against any such loss, claim, damage, liability or actionSection 8(a) above. The This indemnity agreement set forth in this Section 6(b) shall will be in addition to any liabilities that each liability which any Underwriter may otherwise have. The Company acknowledges that (i) the statement set forth on the cover page regarding delivery of the Securities and (ii) under the heading “Underwriting,” (A) the sentences related to concessions and reallowances and (B) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 8 of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under such subsectionthis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party shall (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party otherwise other than under such subsectionthe indemnification obligation provided in paragraph (a) or (b) above. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the The indemnifying party shall be entitled to participate in and, to appoint counsel of the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from ’s choice at the indemnifying party party’s expense to such represent the indemnified party of its election so to assume the defense thereof, in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be liable to such responsible for the fees and expenses of any separate counsel retained by the indemnified party under or parties except as set forth below); provided, however, that such subsection for any legal or other expenses subsequently incurred by such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in connection with an action, the defense thereof other than reasonable costs of investigation. The indemnified party will shall have the right to employ its own separate counsel in any such action(including local counsel), but and the indemnifying party shall bear the reasonable fees, costs and expenses and other charges of such separate counsel will be at the expense of such indemnified party unless if (1i) the employment use of counsel chosen by the indemnifying party to represent the indemnified party has been authorized in writing by the indemnifying partywould present such counsel with a conflict of interest, (2ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party has and the indemnifying party and the indemnified party shall have reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or and/or other indemnified parties that which are different from or in addition additional to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4iii) the indemnifying party has shall not in fact have employed counsel satisfactory to assume the defense of such action indemnified party to represent the indemnified party within a reasonable time after receiving notice of the commencement institution of such action or (iv) the action, in each of which cases indemnifying party shall authorize the reasonable fees, disbursements and other charges of indemnified party to employ separate counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurredparty. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld). No indemnifying party shallnot, without the prior written consent of each the indemnified partyparties, settle or compromise or consent to the entry of any judgment in with respect to any pending or threatened claim, action action, suit or proceeding relating to the matters contemplated by this Section 6 in respect of which indemnification or contribution may be sought hereunder (whether or not any the indemnified party is a party thereto), parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action action, suit or proceedingproceeding and does not include a statement as to, or admission of, fault, culpability or failure to act on behalf of any indemnified party. (d) If In the indemnification event that the indemnity provided for in this Section 6 is unavailable under subsection paragraph (a) or (b) above of this Section 8 is for any reason held to a party that would have been be unenforceable by an indemnified party or is insufficient to hold harmless a party indemnified under subsection paragraph (a) or (b) above of this Section 8, although applicable in accordance with its terms (“Indemnified Party”including the requirements of Section 8(c) in respect of any above), the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages or and liabilities (including legal or actions other expenses reasonably incurred in respect thereofconnection with investigating or defending same) referred to therein, then each party that would have been an indemnifying party thereunder (collectively “Indemnifying PartyLosses”) shall, in lieu to which the Company and one or more of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the offering of the Bonds. IfSecurities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder; provided, further, that each Underwriter’s obligation to contribute to Losses hereunder shall be several and not joint. If the allocation provided by the immediately preceding sentence is not permitted by applicable law or if unavailable for any reason, the Indemnified Party failed to give Company and the notice required under subsection (c) above, then each Indemnifying Party Underwriters severally shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company 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 (or actions in respect thereof), Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Company bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by the Underwriterscommissions, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereofFinal Prospectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof)above. Notwithstanding the provisions of this subsection paragraph (d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations For purposes of the Company under this Section 6 shall be in addition to any liability which 8, each person who controls an Underwriter within the Company may otherwise have meaning of either the Act or the Exchange Act and shall extend, upon the same terms and conditions, to each director, officer, employee and agent and affiliate of an Underwriter shall have the same rights to contribution as such Underwriter, and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each UnderwriterHolder of the Registrable Securities covered by a registration, its directors, officers, agents, affiliates and each other person, if any, who controls any Underwriter such Holder within the meaning of either the Securities Act, with respect to which such registration, qualification or compliance that has been effected pursuant to Section 15 2 hereof, and each underwriter, if any, and each person who controls any underwriter of the Act Registrable Securities held by or Section 20 of the Exchange Act issuable to such Holder from and against any all claims, losses, claimsexpenses, damages or liabilities, joint or several, to which such Underwriter, director, officer, agent, affiliate or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereofthereto) arise arising out of or are based upon (i) any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statementany prospectus, offering circular or any amendment thereto, other document (including any information deemed to be a part thereof pursuant to Rule 430B under the Actrelated registration statement, notification or the like) incident to any such registration, qualification or compliance, (ii) the omission (or alleged omission therefrom of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or (iiiii) any untrue statement violation by the Company of any rule or alleged untrue statement of a material fact contained in any preliminary prospectus, regulation promulgated under the Disclosure Package or the Prospectus (Securities Act or any amendment state securities law applicable to the Company and relating to action or supplement thereto)inaction required by the Company in connection with any such registration, qualification or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingcompliance, and will reimburse each Underwritersuch Holder, directoreach of its officers, officerdirectors, agentmanager, affiliate or members and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any reasonable legal or and other expenses reasonably incurred by it in connection with investigating investigating, defending or defending against settling any such claim, loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 2.6 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), and provided, further, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon the Company’s reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Holder, any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus and the Company 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 an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any preliminary prospectus which untrue statement or the Prospectus alleged untrue statement or any such omission or alleged omission is completely corrected in an amendment or supplement, in reliance upon and in conformity with written information furnished supplement to the Company by youregistration statement and the undersigned indemnitees thereafter fail to deliver or cause to be delivered such registration statement as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the person asserting such loss, claim, damage or by any Underwriter through you, specifically for use liability (or actions in the preparation respect thereof. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that or expense after the Company may otherwise havehas furnished the undersigned with the same. (b) Each Underwriter Holder of Registrable Securities covered by a registration statement shall, severally and not jointly will jointly, indemnify and hold harmless the Company, each of its directorsdirectors and officers, its officers who sign the Registration Statement and each personunderwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Securities Act, and each other such Holder, each of its officers, directors, managers, members and partners and each person controlling such other Holder, against any all claims, losses, claimsexpenses, damages or liabilities to which the Company, such director, officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or and liabilities (or actions in respect thereof) arise arising out of or are based upon (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statementany such registration statement, prospectus, offering circular or other document, or any amendment thereto, or the omission (or alleged omission therefrom of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , and will reimburse the Company, such other Holders, such directors, officers, mangers, members, partners, persons or (ii) underwriters for any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (reasonable legal or any amendment other expenses incurred in connection with investigating, defending or supplement thereto)settling any such claim, loss, damage, liability or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingaction, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in the Registration Statementsuch registration statement, any preliminary prospectus prospectus, offering circular or the Prospectus or any such amendment or supplement, other document in reliance upon and in conformity with written information furnished to the Company by you, or an instrument duly executed by any Underwriter through you, such Holder specifically for use in therein; provided, however, the preparation thereof; and will reimburse the Company total amount for which any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action. The indemnity agreement set forth in Holder shall be liable under this Section 6(b2.6(b) shall be not in addition to any liabilities that each Underwriter may otherwise haveevent exceed the aggregate proceeds received by such Holder from the sale of Registrable Securities held by such Holder in such registration. (c) Promptly Each party entitled to indemnification under Section 2.6 hereof (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement such Indemnified Party has actual knowledge of any action, such indemnified party shall, if a claim in respect thereof is as to which indemnity may be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified partysought, and it shall notify permit the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel Indemnifying Party to assume the defense of any such action within a reasonable time after receiving notice of the commencement of the actionclaim or any litigation resulting there from, in each of which cases the reasonable feesprovided, disbursements and other charges of that counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable feesIndemnifying Party, disbursements and other charges who shall conduct the defense of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party claim or parties. All such feeslitigation, disbursements and other charges will shall be reimbursed approved by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent Indemnified Party (which consent will whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided, further, that the failure of any Indemnified Party to give notice as provided herein, shall not relieve the Indemnifying Party of its obligations hereunder, unless such failure resulted in actual detriment to the Indemnifying Party. No indemnifying party Indemnifying Party, in the defense of any such claim or litigation, shall, without except with the prior written consent of each indemnified partyIndemnified Party, settle or compromise or consent to the entry of any judgment in or enter into any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or settlement which does not any indemnified party is a party thereto), unless such settlement, compromise or consent includes include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release of each indemnified party from all liability arising in respect to such claim or that may arise out of such claim, action or proceedinglitigation. (d) If In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any Holder of Registrable Securities exercising rights under this Agreement, or any controlling person of any such holder, makes a claim for indemnification provided pursuant to Section 2.6 hereof but it is judicially determined (by the entry 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 Section 2.6 hereof provides for indemnification in this Section 6 is unavailable under subsection (a) such case, or (bii) above to a party that would have been an indemnified party contribution under subsection (a) or (b) above (“Indemnified Party”) in respect 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 Section 2.6 hereof; 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 (or actions in respect thereof) referred to therein, then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereofafter contribution from others) in such proportion as so that such Holder is appropriate to reflect responsible for the relative benefits received portion represented by the Company on percentage that the one hand public offering price of its Registrable Securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Underwriters on Company is responsible for the other from the offering of the Bonds. Ifremaining portion; provided, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) above, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwritersthat, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim case, (which shall be limited as provided in subsection (cA) above if the Indemnifying Party has assumed the defense of any no such action in accordance with the provisions thereof). Notwithstanding the provisions of this subsection (d), no Underwriter shall Holder will be required to contribute any amount in excess of the underwriting discounts received public offering price of all such Registrable Securities offered by it. No it pursuant to such registration statement and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within the meaning of the Act.

Indemnification and Contribution. (a) The Company and Advanta, jointly and severally, will indemnify and hold harmless each Underwriter, its directorspartners, officers, agents, affiliates directors and officers and each 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, from and against (i) any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter, director, officer, agent, affiliate Underwriter or any such controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (ix) any an untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement or the Prospectus, or any amendment or supplement thereto, including or any information deemed to be a part thereof pursuant to Rule 430B under the Actrelated preliminary prospectus, or (y) the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, made not misleading, and will promptly reimburse each Underwriter, directortheir respective directors and officers and each person who controls the Underwriter within the meaning of Section 15 of the Act, officer, agent, affiliate or controlling person for any legal or other expenses reasonably incurred by it any Underwriter and such other indemnified persons in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company and Advanta 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 an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus Statement or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise haveUnderwriters' Information. (b) Each Underwriter will severally and not jointly will indemnify and hold harmless the CompanyCompany and Advanta, its directors, its their respective directors and officers who sign the Registration Statement and each person, if any, any who controls the Company or Advanta, as the case may be, within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against (i) any losses, claims, damages or liabilities liabilities, joint or several, to which the Company, Advanta or such director, officer or controlling indemnified person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (ix) any an untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement or the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or (y) the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, made not misleading, in each case to the extent, but only to the extent, that that, with respect to the Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Underwriters' Information and will reimburse any legal or other expenses reasonably incurred by the Company by youand Advanta in connection with investigating or defending any such loss, claim, damage, liability or by any Underwriter through you, specifically for use in the preparation thereofaction as such expenses are incurred; and will reimburse the Company and Advanta, their respective directors and officers and each person who controls the Company or Advanta within the meaning of Section 15 of the Act, for any legal or other expenses reasonably incurred by the Company Company, Advanta and such other indemnified persons in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability or action. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise haveaction as such expenses are incurred. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the claim or commencement thereof; but provided, however, that the omission so failure to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 8 except to the extent it has been materially prejudiced by such failure; and provided further, however, that the failure to notify any indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsectionthis Section 8. In case any such action shall be brought against any indemnified party, party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in therein and, to the extent that it shall wish, jointly with any other indemnifying party, party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who may be counsel to the indemnifying party); provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party, and, after notice from and the indemnified party shall have been advised in writing (with a copy to the indemnifying party) by counsel that representation of such indemnified party and the indemnifying party is inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them, the indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party of its election so to assume the defense thereof, or parties. It is understood that the indemnifying party shall shall, in connection with any such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys together with appropriate local counsel at any time from all indemnified parties not having actual or potential differing interests with any other indemnified party. The indemnifying party will not be liable for any settlement entered into without its consent and will not be liable to such indemnified party under such subsection this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2i) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or shall have employed separate counsel in addition to those available accordance with the proviso to the indemnifying partynext preceding sentence, (3ii) a conflict or potential conflict exists (based on advice of the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party) between party to represent the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense within a reasonable time after notice of such action on behalf commencement of the indemnified party) action or (4iii) the indemnifying party has not in fact employed counsel to assume authorized the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges employment of counsel will be for the indemnified party at the expense of the indemnifying party party; and provided that, if clause (i) or parties. It (iii) is understood that applicable, such liability shall be only in respect of the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted counsel referred to practice in such jurisdiction at any one time for all such indemnified party clause (i) or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheldiii). No indemnifying party shall, without the prior written consent of each the indemnified party, settle or compromise or consent to the entry effect any settlement of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not in respect of which any indemnified party is or could have been a party thereto)and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent settlement includes an unconditional release of each such indemnified party from all liability arising or on claims that may arise out are the subject matter of such claimproceeding and does not include a statement as to, action or proceedingan admission of, fault, culpability or failure to act by or on behalf of any indemnified party. (d) If the indemnification provided for in this Section 6 8 is unavailable under subsection (a) to or (b) above insufficient to a party that would have been hold harmless an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and Advanta on the one hand and the Underwriters on the other from the offering of the BondsNotes. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party indemnified party failed to give the notice required under subsection (c) above, then each Indemnifying Party indemnifying party shall contribute to such amount paid or payable by such Indemnified Party indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and Advanta on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and Advanta on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes purchased under this Agreement (before deducting expenses) received by the Company and Advanta bear to the total underwriting discounts and commissions received by the UnderwritersUnderwriters with respect to the Notes purchased under this Agreement, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereofProspectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or Advanta on the one hand or the Underwriters on the other and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company Company, Advanta and the Underwriters agree that it would not be just and equitable if contribution contributions pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take into account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party indemnified party in connection with investigating investigating, preparing or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof)claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required obligated to contribute any amount in excess of the underwriting discounts received discount applicable to the Notes purchased by itsuch Underwriter under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ ' obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations of the Company and Advanta under this Section 6 8 shall be in addition to any liability which the Company and Advanta may otherwise have and shall extend, upon the same terms term and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 8 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company, to each officer of the Company or Advanta who has signed the Registration Statement and to each person, if any, who controls the Company or Advanta within the meaning of the Act.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each UnderwriterPurchaser, its each Holder, each underwriter, if any, who participates in an offering of Preference Registrable Securities, their respective affiliates, and their respective directors, officers, agentsemployees, affiliates agents and each personPerson, if any, who controls any Underwriter of such parties within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter, director, officer, agent, affiliate or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the any Preference Registration Statement, Statement (or any amendment thereto) pursuant to which Preference Registrable Securities were registered under the 1933 Act, including any information deemed to be a part thereof pursuant to Rule 430B under the Actall documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and will reimburse expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever, in each Underwritercase, directorbased upon any such untrue statement or omission, officeror any such alleged untrue statement or omission; PROVIDED that (subject to Section 5(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expenses whatsoever, agentas incurred (including the reasonable fees and disbursements of one counsel chosen by MGPE), affiliate or controlling person for any legal or other expenses reasonably incurred by it in connection with investigating investigating, preparing or defending against such lossany litigation, claimor any investigation or proceeding by any court or governmental agency or body, damagecommenced or threatened, liability or action; provided, however, that the Company shall not be liable in any claim whatsoever based upon any such case untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) of this Section 5(a); PROVIDED, HOWEVER, that this indemnity agreement does not apply to any loss, liability, claim, damage or liability arises expense to the extent (i) arising out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission (A) made in the Registration Statement, any or omitted from a preliminary prospectus or the Prospectus or Preference Registration Statement and corrected or included in a subsequent Prospectus or Preference Registration Statement or any such amendment or supplement, supplement thereto made in reliance upon and in conformity with written information furnished to the Company by youthe Selling Holders of Preference Registrable Securities, any Purchaser, any Holder, or by any Underwriter through you, specifically underwriter expressly for use in the preparation thereof. The indemnity agreement set forth Preference Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) resulting from the use of the Prospectus during a period when the use of the Prospectus has been suspended for sales thereunder in this Section 6(a) shall be accordance with Sections 2.1(b), 2.1(c), 2.3, 2.4 or 2.6 hereof, PROVIDED, in addition to any liabilities each case, that the Company may otherwise haveHolders received prior notice of such suspension or other unavailability. (b) Each Underwriter In the case of any registration of Preference Registrable Securities, each Holder agrees, severally and not jointly will jointly, to indemnify and hold harmless the Company, its directorseach Purchaser, its officers each underwriter, if any, who sign participates in an offering of Preference Registrable Securities and the Registration Statement other Selling Holders and each personof their respective directors and officers (including each officer of the Company who signed the Preference Registration Statement) and each Person, if any, who controls the Company Company, any Purchaser, any underwriter or any other Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any lossesand all loss, claimsliability, damages claim, damage and expense described in the indemnity contained in Section 5(a) hereof, as incurred, but only with respect to untrue statements or liabilities to which the Companyomissions, such director, officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained statements or omissions, made in the Registration Statement, Statement (or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, ) in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically such Holder expressly for use in the preparation thereofPreference Registration Statement (or any amendment thereto), or the Prospectus (or any amendment or supplement thereto); and will reimburse the Company PROVIDED, HOWEVER, that no such Holder shall be liable for any legal or other expenses reasonably incurred claims hereunder in excess of the amount of net proceeds received by such Holder from the Company in connection with investigating or defending against any sale of Preference Warrants and Preference Registrable Securities pursuant to such loss, claim, damage, liability or action. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise havePreference Registration Statement. (c) Promptly after receipt by an indemnified party under subsection In case any action shall be commenced involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above of notice of the commencement of any actionabove, such indemnified party shallPerson (the "INDEMNIFIED PARTY") shall give notice as promptly as reasonably practicable to each Person against whom such indemnity may be sought (the "indemnifying party"), if a claim in respect thereof is but failure to be made against the so notify an indemnifying party under shall not relieve such subsection, notify the indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing of the commencement thereof; but the omission so to notify the indemnifying party any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsectionon account of this indemnity agreement. In case any such action shall be brought against any indemnified party, and it shall notify the An indemnifying party of the commencement thereof, the indemnifying party shall be entitled to may participate at its own expense in and, to the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereofof such action; PROVIDED, with HOWEVER, that counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection (except with the defense thereof other than reasonable costs consent of investigation. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may also be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that In no event shall the indemnifying party or parties shall not, be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any proceeding one action or separate but similar or related proceedings actions in the same jurisdiction, be liable for jurisdiction arising out of the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party same general allegations or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld)circumstances. No indemnifying party shall, without the prior written consent of each the indemnified partyparties, settle or compromise or consent to the entry of any judgment in with respect to any pending litigation, or threatened claim, action any investigation or proceeding relating to the matters contemplated by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 5 (whether or not any the indemnified party is a party theretoparties are actual or potential parties thereof), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claimlitigation, action investigation, proceeding or proceedingclaim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 5(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (e) If the indemnification provided for in any of the indemnity provisions set forth in this Section 6 5 is for any reason unavailable under subsection (a) to or (b) above insufficient to a party that would have been hold harmless an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any losses, liabilities, claims, damages or liabilities (or actions in respect thereof) expenses referred to therein, then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, shall contribute to the aggregate amount paid or payable by such Indemnified Party as a result of such losses, liabilities, claims, damages or liabilities (or actions in respect thereof) and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative benefits received by the Company fault of such indemnifying party or parties on the one hand hand, and the Underwriters such indemnified party or parties on the other from the offering of the Bonds. Ifhand, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) above, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or liabilities (or actions in respect thereof)expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company fault of such indemnifying party or parties on the one hand hand, and the Underwriters such indemnified party or parties on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereof. The relative fault hand shall be determined by reference to, among other things, whether the any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company such indemnifying party or the Underwriters parties or such indemnified party or parties and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company Company, the Purchaser and the Underwriters Holders of the Preference Registrable Securities agree that it would not be just and equitable if contribution pursuant to this subsection (d) Section 5 were determined by pro rata allocation (even if the Underwriters Selling Holders of Preference Registrable Securities were treated as one entity entity, and the Holders were treated as one entity, for such purpose) or by any other another method of allocation which does not take account of the equitable considerations referred to above in this subsection (d)Section 5. The aggregate amount paid or payable by an Indemnified Party as a result of the losses, liabilities, claims, damages or liabilities (or actions in respect thereof) and expenses incurred by an indemnified party and referred to above in this subsection (d) Section 5 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party indemnified party in connection with investigating investigating, preparing or defending against any litigation, or any investigation or proceeding by an governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such action untrue or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received by italleged untrue statement or omission or alleged omission. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person Person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations For purposes of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend5, upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each personPerson, if any, who controls any Underwriter a Purchaser or Holder within the meaning of the Act; and the obligations this Section 15 of the Underwriters under this Securities Act or Section 6 20 of the Exchange Act shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms rights to contribution as such Purchaser or Holder, and conditions, to each director of the Company, to each officer of the Company who has signed the Preference Registration Statement Statement, and to each personPerson, if any, who controls the Company within the meaning of Section 15 of the ActSecurities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriterthe Agent, its the directors, officers, agents, affiliates employees and agents of the Agent and each person, if any, person who controls any Underwriter the Agent within the meaning of either Section 15 of the Act or Section 20 of 1933 Act, the Exchange Act from and or the 1940 Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter, director, officer, agent, affiliate they or controlling person any of them may become subject, subject under the 1933 Act, the Exchange Act, the 1940 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, the Prospectus, or in any amendment thereof or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Act, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will agrees to reimburse each Underwritersuch indemnified party, directoras incurred, officer, agent, affiliate or controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action; provided, however, that the Company shall 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 an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, therein in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have. (b) Each Underwriter severally and not jointly will indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company, such director, officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel Agent specifically for inclusion therein. This indemnity agreement will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding. (d) If the indemnification provided for in this Section 6 is unavailable under subsection (a) or (b) above to a party that would have been an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) above, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have have. Any indemnification by the Company pursuant to this Agreement shall be subject to the requirements and shall extend, upon the same terms and conditions, to each director, officer, agent and affiliate limitations of an Underwriter, and to each person, if any, who controls any Underwriter within the meaning Section 17(i) of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within the meaning of the Act1▇▇▇ ▇▇▇.

Indemnification and Contribution. (a) The Company Seller and the Bank, jointly and severally, will indemnify and hold harmless each Underwriter, its directors, officers, agents, affiliates Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and the respective officers, directors, agents and employees of each such person, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter, director, officer, agent, affiliate Underwriter or such controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Time of Sale Information, the Registration Statement, Prospectus or any amendment theretoor supplement thereto or any Form ABS-15G furnished to the Commission on ▇▇▇▇▇ with respect to the transactions contemplated by this Agreement (a “Furnished Form ABS-15G”), including any information deemed data provided by the Seller, the Bank the Issuer or any of their affiliates to be a part thereof pursuant any Underwriter in order to Rule 430B under prepare the ActIntex CDI File, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each UnderwriterUnderwriter and each such officer, director, officer, agent, affiliate employee or controlling person for any legal or other expenses reasonably incurred by it each Underwriter and each such officer, director, employee or controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action; provided, however, that the Company shall Seller and the 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 an any such untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, documents in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereofInformation. The This indemnity agreement set forth in this Section 6(a) shall will be in addition to any liabilities that liability which the Company Seller or the Bank may otherwise have. (b) Each Underwriter Underwriter, severally and not jointly jointly, will indemnify and hold harmless the Company, its directors, its officers who sign Seller and the Registration Statement Bank and each person, if any, who controls the Company Seller or the Bank within the meaning of either Section 15 of the Act or Section 20 of the Exchange ActAct and the respective officers, directors, agents and employees of each such person, against any losses, claims, damages or liabilities to which the Company, such director, officer Seller or controlling person the Bank may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company Issuer, the Seller and the Bank by you, or by any such Underwriter through you, the Representatives specifically for use therein and (ii) with regard to any investor with whom an Underwriter enters into a Contract of Sale for the Notes prior to the filing of the final Prospectus, the failure upon the part of such Underwriter to convey (within the meaning of Rule 159 under the Act) the Preliminary Prospectus to such investor at or prior to the time of the contract of sale for such Notes; provided, however, that to the extent such Preliminary Prospectus or Prospectus, as the case may be, has been amended or supplemented, such indemnity shall not inure to the benefit of the Seller or the Bank unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the preparation thereof; and time of such contract of sale. Each Underwriter will reimburse the Company for any legal or other expenses reasonably incurred by the Company Seller or the Bank, as applicable, in connection with investigating or defending any of the losses, claims, damages, or liabilities (or actions in respect thereof) for which it has agreed to indemnify the Seller or the Bank, as applicable, in accordance with the foregoing. The Seller and the Bank agree with each Underwriter that the only written information furnished to the Issuer, the Seller and the Bank by the Underwriters specifically for use in the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, or the Ratings Issuer Free Writing Prospectus is the information relating to the Underwriters and the underwriting of the Notes in the second sentence of the fourth paragraph and the sixth paragraph (except for the information relating to the Depositor in the last sentence thereof) under the heading “Underwriting” in the Preliminary Prospectus or the Prospectus (“Underwriter Information”). This indemnity agreement will be in addition to any liability that each Underwriter may otherwise have. (c) Each Underwriter, severally and not jointly, will indemnify and hold harmless the Seller and the Bank and each person, if any, who controls the Seller or the Bank within the meaning of the Act or the Exchange Act and the respective officers, directors, agents and employees of each such person, against any losses, claims, damages or liabilities to which the Seller or the Bank may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing 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 will reimburse any legal or other expenses reasonably incurred by the Issuer, the Seller or the Seller in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that no Underwriter will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission in any Underwriter Free Writing Prospectus (i) made in reliance upon and in conformity with any written information furnished to the related Underwriter by the Seller or the Bank expressly for use therein or (ii) as a result of any inaccurate information (including as a result of any omission therein) in the Time of Sale Information, the Prospectus or the Issuer Information which information was not corrected by information subsequently provided by the Seller or the Bank to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus. The This indemnity agreement set forth in this Section 6(b) shall will be in addition to any liabilities liability that each Underwriter may otherwise have. (cd) Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 9 of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under such subsectionclause (a), (b) or (c) of this Section 9, notify the indemnifying party in writing of the commencement thereof; but provided, that the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have under this Section 9, except to the extent that it has been materially prejudiced by such failure and, provided further, that the omission and/or delay so to notify the indemnifying party shall will not relieve it from any liability which it may have to any indemnified party otherwise than under such subsectionclause (a), (b) or (c) of this Section 9. In case any such action shall be is brought against any indemnified party, and it shall notify notifies the indemnifying party of the commencement thereof, the indemnifying party shall will be entitled to participate in therein and, to the extent that it shall wishmay elect by written notice, jointly with any other indemnifying party, party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, andbe counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof and the appointment of satisfactory counsel, including local counsel if applicable, the indemnifying party shall will not be liable to such indemnified party under such subsection this Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have If the right to employ its own counsel defendants in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by action include both the indemnified party has been authorized in writing by and the indemnifying party, (2) party and the indemnified party has shall have reasonably concluded that (based on advice of counseli) that there exists actual or potential conflicting interests between the indemnifying party and the indemnified parties, or (ii) there may be legal defenses available to it or and/or other indemnified parties that are different from or in addition additional to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not or parties shall have the right to direct select separate counsel, including local counsel if applicable, to assert such legal defenses and to otherwise participate in the defense of such action on behalf of the such indemnified party) party or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be parties at the expense of the indemnifying party or parties. It is understood that party, subject to the approval of the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted (such approval not to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld). No indemnifying party shall, without the prior written consent of each the indemnified party, settle or compromise or consent to the entry effect any settlement of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not in respect of which any indemnified party is or could have been a party thereto), and indemnity could have been sought hereunder by such indemnified party unless such settlement, compromise or consent settlement (i) includes an unconditional release of each such indemnified party from all liability arising or on any claims that may arise out are the subject matter of such claimaction and (ii) does not include a statement as to, action or proceedingadmission of, fault, culpability or a failure to act by or on behalf of any such indemnified party. 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 any indemnified party from and against any loss or liability by reason of such settlement or judgment. (de) If the indemnification provided for in this Section 6 9 is unavailable under subsection (a) or (b) above insufficient to a party that would have been hold harmless an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to thereinthis Section 9, then each party that would have been an such indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such the losses, claims, damages or liabilities referred to in this Section 9, (or actions in respect thereofi) in such proportion as is appropriate to reflect the relative benefits received by the Company Seller and the Bank on the one hand and the Underwriters relevant Underwriter on the other from the offering of the Bonds. If, however, Notes or (ii) if the allocation provided by the immediately preceding sentence clause (i) is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) abovelaw, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) but also the relative fault of the Company Seller and the Bank on the one hand and the Underwriters relevant Underwriter on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company Seller and the Bank on the one hand and the Underwriters relevant Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company Issuer or the Seller bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereofrelevant Underwriter. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company Issuer, the Seller or the Underwriters Bank or by any Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in the first sentence of this subsection clause (de) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party indemnified party in connection with investigating or defending any such action or claim which is the subject of this clause (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereofe). Notwithstanding the provisions of this subsection clause (de), no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by itit in connection with such Notes underwritten by it exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in obligation of each Underwriter under this subsection (dSection 9(e) to contribute are shall be several in proportion to their respective underwriting obligations and not joint. (ef) The obligations of the Company indemnifying party under this Section 6 9 shall be in addition to any liability which the Company indemnifying party may otherwise have and shall extend, upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company indemnified party within the meaning of the Act.

Indemnification and Contribution. (a) The Regardless of whether any _____________ are sold, the Company will indemnify and hold harmless each Underwriter, its directors, officers, agents, affiliates each of their respective officers and directors and each person, if any, person who controls any each Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange Act from and 1934 Act, against any and all losses, claims, damages damages, or liabilitiesliabilities (including the cost of any investigation, legal and other expenses incurred in connection with and amounts paid in settlement of any action, suit, proceeding or claim asserted), joint or several, to which such Underwriter, director, officer, agent, affiliate or controlling person they may become subject, under the 1933 Act, the 1934 Act or other federal or state 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 an untrue statement or alleged untrue statement of a material fact contained (i) in the Registration Statement, or any amendment thereof or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Act, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein therein, not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package Basic Prospectus or the Prospectus (Supplement or any amendment thereto or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter, director, officer, agent, affiliate or controlling person such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, therein in reliance upon and in conformity with written information relating to the Underwriter furnished to the Company by you, or by any such Underwriter through you, specifically for use in connection with the preparation thereof. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have. (b) Each Underwriter Regardless of whether any Certificates are sold, each Underwriter, severally and not jointly jointly, will indemnify and hold harmless the Company, its directors, each of its officers who sign the Registration Statement and directors and each person, if any, who controls the Company within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange Act, 1934 Act against any losses, claims, damages or liabilities to which the Company, such director, officer or controlling person may they become subject, subject under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, to the same extent as the foregoing indemnity, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or in (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus the Prospectus or the Prospectus (Supplement or any amendment thereto or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, therein in reliance upon and in conformity with written information relating to the Underwriter furnished to the Company by you, or by any such Underwriter through you, specifically for use in the preparation thereof; thereof and so acknowledged in writing, and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under subsection In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to paragraphs a) or (b) above , b and c of notice of the commencement of any actionthis Section 5, such person (hereinafter called the indemnified party shall, if a claim in respect thereof is to party) shall promptly notify the person against whom such indemnity may be made against sought (hereinafter called the indemnifying party under such subsection, notify the indemnifying party party) in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it such indemnifying party from any liability which it may have to any indemnified party otherwise than under such subsectionParagraph. In case any such action shall be brought against any The indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and it shall notify any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of the commencement thereof, the indemnifying such counsel related to such proceeding. In any such proceeding any indemnified party shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have the right to employ retain its own counsel in any such actioncounsel, but the fees, fees and expenses and other charges of such counsel will shall be at the expense of such indemnified party unless (1i) the employment of counsel by indemnifying party and the indemnified party has been authorized in writing by part 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, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between and the indemnified party and representation of both parties by the indemnifying party (in which case the indemnifying party will not have the right same counsel would be inappropriate due to direct the defense of such action on behalf of the indemnified party) actual or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or partiespotential differing interests between them. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements fees and other charges expenses of more than one separate firm admitted (in addition to practice in such jurisdiction at any one time local counsel) for all such indemnified party or parties. All , and that all such fees, disbursements fees and other charges will expenses shall be reimbursed by the indemnifying party promptly as they are incurred. An Such firm shall be designated in writing by the Underwriters in the case of parties indemnified pursuant to paragraph a of this Section 5 and by the Company in the case of parties indemnified pursuant to paragraphs b and e of this Section 5. The indemnifying party will shall not be liable for any settlement of any action proceeding effected without its written consent, but if settled with such consent or claim if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated above, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (which consent will i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not be unreasonably withheld)have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of each the indemnified party, settle or compromise or consent to the entry effect any settlement of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not in respect of which any indemnified party is or could have been a party thereto)and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent settlement includes an unconditional release of each such indemnified party from all liability arising or on claims that may arise out are the subject matter of such claim, action or proceeding. (d) If Each Underwriter agrees, severally and not jointly, to provide the indemnification provided for in this Section 6 Company no later than the date on which the Prospectus Supplement is unavailable under subsection required to be filed pursuant to Rule 424 (aor such other time as is necessary to permit timely filing as required by the Securities Exchange Commission and its rules) or (b) above to with a party that would have been an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect copy of any Derived Information (defined below) for filing with the Commission on Form 8-K. (e) Each Underwriter agrees, jointly and not severally, assuming all Company-Provided Information (defined below) is accurate and complete in all material respects, to indemnify and hold harmless the Company, its respective officers and directors and each person who controls the Company within the meaning of the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities (liabilities, joint or actions in respect thereof) referred several, to thereinwhich they may become subject under the Securities Act or the Exchange Act or otherwise, then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party insofar as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering arise out of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) above, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as are based upon any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact contained in the Derived Information provided by such Underwriter, or arise out of or are based upon the omission or alleged omission to state therein a material fact relates required to information supplied by be stated therein or necessary to make the Company or statements therein, in the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account light of the equitable considerations referred circumstances under which they were made, not misleading, and agrees to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include reimburse each such indemnified party for any legal or other expenses reasonably incurred by such Indemnified Party him, her or it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentationexpenses are incurred. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations of the Company each Underwriter under this Section 6 5(e) shall be in addition to any liability which the Company each Underwriter may otherwise have and have. The procedures set forth in Section 5(c) shall extendbe equally applicable to this Section 5(e). (f) For purposes of this Section 5, upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each personterm "Derived Information" means such portion, if any, who controls any Underwriter within the meaning of the Actinformation delivered to the Companies pursuant to Section 5(d) for filing with the Commission on Form 8-K as: (i) is not contained in the Prospectus without taking into account information incorporated therein by reference; and the obligations of (ii) does not constitute Company-Provided Information. "Company-Provided Information" means any computer tape furnished to the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of by the Company who has signed concerning the Registration Statement and to each person, if any, who controls assets comprising the Company within the meaning of the ActTrust.

Indemnification and Contribution. (a) The Company will Depositor and HMFC shall, jointly and severally, indemnify and hold harmless each Underwriter, its the directors, officers, agents, affiliates employees and agents of each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject under the Securities Act or otherwise, to the extent 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 made by the Depositor or HMFC in Section 2 hereof, (ii) any untrue statement or alleged untrue statement of any material fact contained or incorporated in the Registration Statement, the Issuer Information or the Prospectus or any amendment or supplement thereto, or (iii) the omission or alleged omission to state in the Registration Statement, the Issuer Information or the Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein, not misleading, and will reimburse, as incurred, each such indemnified party for any legal or other costs or expenses reasonably incurred by it in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, that the Depositor and HMFC will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Issuer Information or the Prospectus or any amendment or supplement thereto in the Underwriters’ Information; provided, further, that the Depositor and HMFC shall not be liable to any Underwriter or any of the directors, officers, employees and agents of an Underwriter and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, with respect to any loss, claim, damage or liability that results from the fact that the Underwriter sold Notes to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, if delivery thereof was required, a copy of the Prospectus or the Prospectus as then amended or supplemented, whichever is most recent, if the Depositor has previously furnished copies thereof to such Underwriter within a reasonable time period prior to such confirmation. The indemnity provided for in this Section 10 shall be in addition to any liability which the Depositor and HMFC may otherwise have. The Depositor and HMFC will not, without the prior written consent of the Representative, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Representative or any person who controls the Representative is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent (i) includes an unconditional release of all of the Underwriters and such controlling persons from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any Underwriter or controlling person. (b) Each Underwriter, severally and not jointly, will indemnify and hold harmless each of the Depositor and HMFC, each of its directors and officers and each person, if any, who controls the Depositor or HMFC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which the Depositor, HMFC or any such director, officer, agent, affiliate officer or controlling person may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration StatementPreliminary Prospectus, any Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Act, ) or (ii) the omission or the alleged omission therefrom of to state in the Preliminary Prospectus, any Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement thereto) a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter, director, officer, agent, affiliate or controlling person for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have. (b) Each Underwriter severally and not jointly will indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company, such director, officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by youUnderwriters’ Information, or by any Underwriter through you, specifically for use in the preparation thereof; and will reimburse the Company for reimburse, as incurred, any legal or other expenses reasonably incurred by the Company Depositor, HMFC or any such director, officer or controlling person in connection with investigating or investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or actionany action in respect thereof. The indemnity agreement set forth remedies provided for in this Section 6(b) 10 are not exclusive and shall not limit any rights or remedies which may otherwise be in addition available to any liabilities that each Underwriter may otherwise haveindemnified party at law or in equity. (c) Promptly after receipt by an indemnified party under subsection In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to paragraph (a) or (b) above of this Section 10, such person (for purposes of this paragraph (c), the “indemnified party”) shall, promptly after receipt by such party of notice of the commencement of any such action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the person against whom such indemnity may be sought (for purposes of this paragraph (c), the “indemnifying party in writing of the commencement thereof; party”), but the omission so to notify the indemnifying party shall will not relieve it from any liability which it may have to any indemnified party otherwise than under such subsectionthis Section 10. In case any such action shall be is brought against any indemnified party, and it shall notify notifies the indemnifying party of the commencement thereof, the indemnifying party shall will be entitled to participate in therein and, to the extent that it shall may wish, jointly with any other indemnifying party, party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (which may be counsel to such indemnifying party if otherwise reasonably acceptable to the indemnified party); provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be one or more legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, and, after the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofof any such action and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party shall will not be liable to such indemnified party under such subsection this Section 10 for any legal or other expenses expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The thereof, unless (i) the indemnified party will shall have the right to employ its own employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel in each applicable local jurisdiction) in any one action or separate but substantially similar actions arising out of the same general allegations or circumstances, designated in writing by the Representative in the case of paragraph (a) of this Section 10, representing the indemnified parties under such actionparagraph (a) who are parties to such action or actions), but (ii) the fees, expenses and other charges indemnifying party has authorized the employment of such counsel will be for the indemnified party at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2iii) the use of counsel chosen by the indemnifying party to represent the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) would present such counsel with a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) interest or (4iv) the indemnifying party has not in fact employed counsel elected to assume the defense of such action proceeding but has failed within a reasonable time after receiving notice of to retain counsel reasonably satisfactory to the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements fees and other charges will expenses reimbursed pursuant to this paragraph (c) shall be reimbursed by the indemnifying party promptly as they are incurred. An After such notice from the indemnifying party to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of any such action or claim effected by such indemnified party without its written the consent (which consent will not be unreasonably withheld)of the indemnifying party. No indemnifying party shall, without the prior written consent of each the indemnified party, settle or compromise or consent to the entry effect any settlement of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not in respect of which any indemnified party is or could have been a party thereto)and indemnification could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent settlement (x) includes an unconditional release of each such indemnified party from all liability arising or on claims that may arise out are the subject matter of such claimproceeding and (y) does not include any statement as to or any admission of fault, action culpability or proceedinga failure to act by or on behalf of any indemnified party. (d) If In circumstances in which the indemnification indemnity agreement provided for in the preceding paragraphs of this Section 6 10 is unavailable under subsection (a) or (b) above insufficient, for any reason, to a party that would have been hold harmless an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein), then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shallparty, in lieu of indemnifying such Indemnified Partyorder to provide for just and equitable contribution, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the Company indemnifying party or parties on the one hand and the Underwriters indemnified party on the other from the offering of the Bonds. If, however, Notes or (ii) if the allocation provided by the immediately preceding sentence foregoing clause (i) is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) abovelaw, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company indemnifying party or parties on the one hand and the Underwriters indemnified party on the other in connection with the statements or omissions which or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company Depositor and HMFC on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes (before deducting expenses) received by the Company Depositor and HMFC (including for such purpose, the value of the Certificates) bear to the total underwriting discounts and commissions received by the Underwriters, in each case Underwriters (the “Spread”) as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereofProspectus. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company Depositor, HMFC or the Underwriters and Underwriters, the parties’ relative intentintents, knowledge, access to information and opportunity to correct or prevent such statement or omission, and any other equitable considerations appropriate in the circumstances. The Company Depositor, HMFC and the Underwriters agree that it would not be just and equitable if the amount of such contribution pursuant to this subsection (d) were determined by pro rata or per capita allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which that does not take into account of the equitable considerations referred to above in this subsection paragraph (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include Notwithstanding any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof). Notwithstanding the provisions provision of this subsection paragraph (d), no Underwriter shall be obligated to make contributions hereunder that in the aggregate exceed the amount by which the Spread received by it in the initial offering of such Notes, less the aggregate amount of any damages that such Underwriter has otherwise been required to contribute any amount pay in excess respect of the underwriting discounts received by it. No same or any substantially similar claim, and no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f11 (f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute hereunder are several in proportion to their respective underwriting obligations principal amount of Notes they have purchased hereunder, and not joint. . For purposes of this paragraph (e) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extendd), upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each person, if any, who controls any an Underwriter within the meaning of the Act; and the obligations Section 15 of the Underwriters under this Securities Act or Section 6 20 of the Exchange Act, and each director, officer, employee and agent of an Underwriter shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms rights to contribution as such Underwriter, and conditions, to each director of the CompanyDepositor and HMFC, to each officer of the Company who has signed the Registration Statement Depositor and to HMFC and each person, if any, who controls the Company Depositor and HMFC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Depositor and HMFC.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, its directors, officers, agents, affiliates and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter, director, officer, agent, affiliate or controlling person Underwriter may become subjectsubject (including in its capacity as an Underwriter or as a "qualified independent underwriter" within the meaning of Schedule E of the Bylaws of the NASD), under the Act, the Exchange Act or otherwise, insofar as such specifically including losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of the Company herein contained, (ii) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, Statement or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Act, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (iiiii) any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectus, the Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will agrees to reimburse each Underwriter, director, officer, agent, affiliate or controlling person Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against any such loss, claim, damage, liability or action; provided, however, that the Company 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 an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, such Preliminary Prospectus or the Prospectus, or any such amendment or supplement thereto, in reliance upon, and in conformity with, written information relating to any Underwriter furnished to the Company by such Underwriter, directly or through you, specifically for use in the preparation thereof and, provided further that the indemnity agreement provided in this Section 8(a) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages, liabilities or actions based upon any untrue statement or alleged untrue statement of material fact or omission or alleged omission to state therein a material fact purchased Shares, if a copy of the Prospectus (or any amendment or supplement thereto, to the extent available at the time) in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Act and the Rules and Regulations, unless such failure is the result of noncompliance by the Company with Section 4(d) hereof. The indemnity agreement in this Section 8(a) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act. This indemnity agreement shall be in addition to any liabilities that the Company may otherwise have. (b) Subject to Section 8(f), each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject (including in its capacity as an Underwriter) under the Act, the Exchange Act or otherwise, specifically including losses, claims, damages or liabilities (or actions in respect thereof) arising out of or based upon (i) any breach of any representation, warranty, agreement or covenant of such Selling Stockholder herein contained, (ii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any untrue statement or alleged untrue statement of any material fact contained in any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of subparagraphs (ii) and (iii) of this Section 8(b) to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or such Underwriter by such Selling Stockholder, directly or through such Selling Stockholder's representatives, specifically for use in the preparation thereof, and agrees to reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that: (i) any payment obligation of the Selling Stockholders under this Section 8(b) shall be limited to the amount of losses, claims, damages and liabilities that are not paid by the Company pursuant to Section 8(a), and any payment by the Selling Stockholders under this Section 8(b) shall not be required until after (A) compliance with the provisions of Section 8(d) with respect to the obligations of the Company under Section 8(a) and (B) demand for payment has been made by the Underwriters first upon the Company and such payment has not made by the Company within fifteen days of such demand, provided, however, that this clause (i) shall not apply with respect to any Selling Stockholder in the event and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus Prospectus, or any such amendment or supplementsupplement thereto, in reliance upon upon, and in conformity with with, written information relating to such Selling Stockholder furnished to the Company by you, or by any Underwriter through you, such Selling Stockholder specifically for use in the preparation thereof; and (ii) the indemnity agreement provided in this Section 8(b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages, liabilities or actions based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state therein a material fact purchased Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Act and the Rules and Regulations, unless such failure is the result of noncompliance by the Company with Section 4(d) hereof. The indemnity agreement set forth in this Section 6(a8(b) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act. This indemnity agreement shall be in addition to any liabilities that the Company such Selling Stockholder otherwise may otherwise have. (bc) Each Underwriter Underwriter, severally and not jointly will jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement Company and each person, if any, who controls the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, Selling Stockholder against any losses, claims, damages or liabilities liabilities, joint or several, to which the Company, Company or such director, officer or controlling person Selling Stockholder may become subject, subject under the Act or otherwise, insofar as such specifically including losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of such Underwriter herein contained, (ii) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, Statement or any amendment or supplement thereto, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (iiiii) any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectus Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each the case of subparagraphs (ii) and (iii) of this Section 8(c) to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by yousuch Underwriter, directly or by any Underwriter through you, specifically for use in the preparation thereof; , and will agrees to reimburse the Company and each such Selling Stockholder for any legal or other expenses reasonably incurred by the Company and each such Selling Stockholder in connection with investigating or defending against any such loss, claim, damage, liability or action. The indemnity agreement set forth in this Section 6(b8(c) shall extend upon the same terms and conditions to, and shall inure to the benefit of, each officer of the Company who signed the Registration Statement and each director of the Company, each Selling Stockholder and each person, if any, who controls the Company or either Selling Stockholder within the meaning of the Act or the Exchange Act. This indemnity agreement shall be in addition to any liabilities that each Underwriter may otherwise have. (cd) Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 8 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the any indemnifying party under such subsectionthis Section 8, notify the indemnifying party in writing of the commencement thereof; thereof but the omission so to notify the indemnifying party shall will not relieve it from any liability which that it may have to any indemnified party otherwise than under such subsectionthis Section 8. In case any such action shall be is brought against any indemnified party, and it shall notify notified the indemnifying party of the commencement thereof, the indemnifying party shall will be entitled to participate in therein and, to the extent that it shall wish, jointly with any other indemnifying elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, andhowever, after that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its the indemnifying party's election so to assume the defense thereofof such action and approval by the indemnified party of counsel, the indemnifying party shall will not be liable to such indemnified party under such subsection this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2i) the indemnified party has reasonably concluded shall have employed separate counsel in accordance with the proviso to the next preceding sentence (based on advice it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with appropriate local counsel) that there may be legal defenses available to it or other approved by the indemnifying party representing all the indemnified parties that under Section 8(a), 8(b) or 8(c) hereof who are different from or in addition parties to those available to such action), (ii) the indemnifying party, (3) a conflict or potential conflict exists (based on advice of party shall not have employed counsel satisfactory to the indemnified party) between party to represent the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense within a reasonable time after notice of such action on behalf commencement of the indemnified party) action or (4iii) the indemnifying party has not in fact employed counsel to assume authorized the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges employment of counsel will be for the indemnified party at the expense of the indemnifying party or parties. It is understood party; provided that in no event shall the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party for any legal fees or partiesexpenses in excess of reasonable legal fees and expenses. All such fees, disbursements and other charges will be reimbursed by the In no event shall any indemnifying party promptly as they are incurred. An indemnifying party will not be liable for in respect of any amounts paid in settlement of any action or claim effected without its written unless the indemnifying party shall have approved the terms of such settlement; provided that such consent (which consent will shall not be unreasonably withheld). No indemnifying party shall, without the prior written consent of each the indemnified party, settle or compromise or consent to the entry effect any settlement of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not in respect of which any indemnified party is or could have been a party thereto)and indemnification could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent settlement includes an unconditional release of each such indemnified party from all liability arising or on all claims that may arise out are the subject matter of such claim, action or proceeding. (de) If the In order to provide for just and equitable contribution in any action in which a claim for indemnification provided for in is made pursuant to this Section 6 8 but it is unavailable under subsection judicially determined (aby the entry 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) or (b) above that such indemnification may not be enforced in such case notwithstanding the fact that this Section 8 provides for indemnification in such case, all the parties hereto shall contribute to a party that would have been an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any the aggregate losses, claims, damages or liabilities to which they may be subject (or actions in respect thereof) referred to therein, then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereofafter contribution from others) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Bonds. Ifso that, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) above, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case except as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a8(f) hereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or alleged omission to state a material fact relates to information supplied Underwriters severally and not jointly are responsible pro rata for the portion represented by the Company or percentage that the Underwriters underwriting discount bears to the initial public offering price, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree Selling Stockholders are responsible for the remaining portion, provided, however, that it would not be just and equitable if contribution pursuant to this subsection (di) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the underwriting discounts received discount applicable to the Shares purchased by it. No such Underwriter exceeds the amount of damages that such Underwriter has otherwise required to pay and (ii) no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was is not guilty of such fraudulent misrepresentation. The Underwriters’ obligations contribution agreement in this subsection (dSection 8(e) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend, extend upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriterconditions to, and shall inure to the benefit of, each person, if any, who controls any Underwriter Underwriter, the Company or either Selling Stockholder within the meaning of the Act; Act or the Exchange Act and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and each director of the Company. (f) The liability of each Selling Stockholder under the indemnity and contribution agreements contained in the provisions of this Section 8 shall be limited to each personan amount equal to the initial public offering price of any Option Shares sold by such Selling Stockholder to the Underwriters minus the amount of the underwriting discounts and commissions paid thereon to the Underwriters by such Selling Stockholder. Without limiting the foregoing, if anyno Option Shares are sold by the Selling Stockholders to the Underwriters, who controls the Selling Stockholders, as such, shall have no liability under this Section 8. The Company within and such Selling Stockholders may agree, as among themselves and without limiting the meaning rights of the ActUnderwriters under this Agreement, as to the respective amounts of such liability for which they each shall be responsible. (g) The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including the provisions of this Section 8, an

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, its the directors, officers, agents, affiliates employees and agents of each Underwriter and each person, if any, person 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 liabilities, joint or several, to which such Underwriter, director, officer, agent, affiliate they or controlling person any of them may become subject, subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementregistration statement for the registration of the Securities as originally filed or in any amendment thereof, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Act, arise out of or the are based upon an omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained fact, in any preliminary prospectus, light of the Disclosure Package or the Prospectus (or any amendment or supplement thereto)circumstances in which it was made, or the an omission or alleged omission therefrom of to state a material fact required to be stated or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, in any Preliminary Prospectus, the Final Prospectus, or in any amendment or supplement thereto, or in any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d), and will agrees to reimburse each Underwritersuch indemnified party, directoras incurred, officer, agent, affiliate or controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action; provided, however, that the Company shall 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 an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, therein in reliance upon and in conformity with written information furnished to the Company by you, or by on behalf of any Underwriter through you, the Representatives specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise haveinclusion therein. (b) Each Underwriter severally and not jointly will agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who sign the Registration Statement officers, and each person, if any, person who controls the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company, such director, officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extentsame extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of such Underwriter through the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings Representatives specifically for inclusion in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding. (d) If the indemnification provided for in this Section 6 is unavailable under subsection (a) or (b) above to a party that would have been an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) above, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act documents referred to in Section 2(a8(a) hereofabove. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations of the Company under this Section 6 shall This indemnity agreement will be in addition to any liability which the Company any Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within the meaning of the Act.have. The

Indemnification and Contribution. (a) A. The Company will Depositor agrees to indemnify and hold harmless each Underwriter, its directors, officers, agents, affiliates Underwriter and each person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 12 of the Exchange Act from and against any lossesand all loss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Offered Certificates), to which such Underwriter, director, officer, agent, affiliate Underwriter or any such controlling person may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereof or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Act, or (ii) the omission or alleged omission therefrom of to state in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading; or , (iiiii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Prospectus, the Disclosure Package or the Prospectus (or any amendment thereof or supplement thereto), or (iv) the omission or alleged omission therefrom of to state in the Prospectus a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, misleading and will shall reimburse such Underwriter and each Underwriter, director, officer, agent, affiliate or such controlling person promptly upon demand for any legal or other expenses reasonably incurred by it such Underwriter or such controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company Depositor shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon an 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, any preliminary prospectus or the Prospectus or any such amendment thereof or supplementsupplement thereto, in reliance upon and in conformity with written information furnished to the Company Depositor by you, or by any on behalf of such Underwriter through you, specifically for use inclusion therein (except to the extent that any untrue statement or alleged untrue statement or omission or alleged omission is a result of Seller Provided Information which is not accurate and complete in the preparation thereofall material respects). The foregoing indemnity agreement set forth in this Section 6(a) shall be is in addition to any liabilities that liability which the Company Depositor may otherwise havehave to any Underwriter or any controlling person of any of such Underwriter. (b) B. Each Underwriter severally and not jointly will agrees to indemnify and hold harmless the CompanyDepositor, each of its directors, each of its officers who sign signed the Registration Statement Statement, and each person, if any, who controls the Company Depositor within the meaning of either Section 15 of the Securities Act or Section 20 12 of the Exchange Act, Act against any lossesand all loss, claimsclaim, damages damage or liabilities liability, or any action in respect thereof, to which the Company, Depositor or any such director, officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementProspectus, or any amendment thereof or supplement thereto, or (ii) the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto)Prospectus, or when considered in conjunction with the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinProspectus, and in the light of the circumstances under which they were made, not misleading, but in each case to the extent, but only to the extent, extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company Depositor by you, or by any on behalf of such Underwriter through you, specifically for use in the preparation thereof; inclusion therein, and will shall reimburse the Company Depositor and any such director, officer or controlling person for any legal or other expenses reasonably incurred by the Company Depositor or any director, officer or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred, provided, however, that no Underwriter shall be liable to the extent that such untrue statements or alleged untrue statement or omission or alleged omission is a result of Seller Provided Information that is not accurate and complete in all material respects. The foregoing indemnity agreement set forth in this Section 6(b) shall be is in addition to any liabilities that each liability which any Underwriter may otherwise havehave to the Depositor or any such director, officer or controlling person. (c) C. Promptly after receipt by an any indemnified party under subsection (a) or (b) above this Section VIII of notice of any claim or the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the any indemnifying party under such subsectionthis Section VIII, notify the indemnifying party in writing of the claim or the commencement thereofof that action; but provided, however, that the omission so failure to notify an indemnifying party shall not relieve it from any liability which it may have under this Section VIII except to the extent it has been materially prejudiced by such failure and, provided further, that the failure to notify any indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsectionthis Section VIII. In case If any such claim or action shall be brought against any an indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in therein and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such the indemnified party, and, after . After notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such claim or action, except to the extent provided in the next following paragraph, the indemnifying party shall not be liable to such the indemnified party under such subsection this Section VIII for any legal or other expenses subsequently incurred by such the indemnified party in connection with the defense thereof other than reasonable costs of investigation. The Any indemnified party will shall have the right to employ its own separate counsel in any such actionaction and to participate in the defense thereof, but the fees, fees and expenses and other charges of such counsel will shall be at the expense of such indemnified party unless unless: (1i) the employment of counsel by the indemnified party thereof has been specifically authorized in writing by the indemnifying party, party in writing; (2ii) the such indemnified party has reasonably concluded (based on advice of counsel) shall have been advised by such counsel that there may be one or more legal defenses available to it or other indemnified parties that which are different from or in addition additional to those available to the indemnifying party, party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel; or (3iii) a conflict or potential conflict exists (based on advice the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party) between the , in which case, if such indemnified party and notifies the indemnifying party (in which case writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party will shall not have the right to direct assume the defense of such action on behalf of the such indemnified party) or (4) , it being understood, however, the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding one such action or separate but substantially similar or related proceedings actions in the same jurisdictionjurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees, disbursements fees and other charges expenses of more than one separate firm admitted of attorneys (in addition to practice in such jurisdiction one local counsel per jurisdiction) at any one time for all such indemnified party parties, which firm shall be designated in writing by the related Underwriter, if the indemnified parties under this Section VIII consist of one or partiesmore Underwriters or any of its or their controlling persons, or the Depositor, if the indemnified parties under this Section VIII consist of the Depositor or any of the Depositor's directors, officers or controlling persons. All such feesEach indemnified party, disbursements as a condition of the indemnity agreements contained in Section VIII(A) and other charges will be reimbursed by (B), shall use its best efforts to cooperate with the indemnifying party promptly as they are incurredin the defense of any such action or claim. An No indemnifying party will not shall be liable for any settlement of any such action or claim effected without its written consent (which consent will shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing paragraph, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of each the indemnified party, settle or compromise or consent to the entry effect any settlement of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not in respect of which any indemnified party is or could have been a party thereto)and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent settlement includes an unconditional release of each such indemnified party from all liability arising or on claims that may arise out are the subject matter of such claim, action or proceeding. (d) If the indemnification provided for in this Section 6 is unavailable under subsection (a) or (b) above to a party that would have been an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) above, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within the meaning of the Act.

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, its the directors, officers, agents, affiliates employees and agents of each Underwriter and each person, if any, person 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 liabilities, joint or several, to which such Underwriter, director, officer, agent, affiliate they or controlling person any of them may become subject, subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementregistration statement for the registration of the Securities as originally filed or in any amendment thereof, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Act, arise out of or the are based upon an omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained fact, in any preliminary prospectus, light of the Disclosure Package or the Prospectus (or any amendment or supplement thereto)circumstances in which it was made, or the an omission or alleged omission therefrom of to state a material fact required to be stated or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, in any Preliminary Prospectus, the Final Prospectus, or in any amendment or supplement thereto, or in any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, and will agrees to reimburse each Underwritersuch indemnified party, directoras incurred, officer, agent, affiliate or controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action; provided, however, that the Company shall 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 an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, therein in reliance upon and in conformity with written information furnished to the Company by you, or by on behalf of any Underwriter through you, the Representatives specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise haveinclusion therein. (b) Each Underwriter severally and not jointly will agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who sign the Registration Statement officers, and each person, if any, person who controls the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company, such director, officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extentsame extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by you, or by any on behalf of such Underwriter through you, the Representatives specifically for use inclusion in the preparation thereof; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company documents referred to in connection with investigating or defending against any such loss, claim, damage, liability or actionSection 8(a) above. The This indemnity agreement set forth in this Section 6(b) shall will be in addition to any liabilities that each liability which any Underwriter may otherwise have. The Company acknowledges that (i) the statement set forth on the cover page regarding delivery of the Securities and (ii) under the heading “Underwriting,” (A) the sentences related to concessions and reallowances and (B) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 8 of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under such subsectionthis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party shall (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party otherwise other than under such subsectionthe indemnification obligation provided in paragraph (a) or (b) above. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the The indemnifying party shall be entitled to participate in and, to appoint counsel of the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from ’s choice at the indemnifying party party’s expense to such represent the indemnified party of its election so to assume the defense thereof, in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be liable to such responsible for the fees and expenses of any separate counsel retained by the indemnified party under or parties except as set forth below); provided, however, that such subsection for any legal or other expenses subsequently incurred by such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in connection with an action, the defense thereof other than reasonable costs of investigation. The indemnified party will shall have the right to employ its own separate counsel in any such action(including local counsel), but and the indemnifying party shall bear the reasonable fees, costs and expenses and other charges of such separate counsel will be at the expense of such indemnified party unless if (1i) the employment use of counsel chosen by the indemnifying party to represent the indemnified party has been authorized in writing by the indemnifying partywould present such counsel with a conflict of interest, (2ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party has and the indemnifying party and the indemnified party shall have reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or and/or other indemnified parties that which are different from or in addition additional to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4iii) the indemnifying party has shall not in fact have employed counsel satisfactory to assume the defense of such action indemnified party to represent the indemnified party within a reasonable time after receiving notice of the commencement institution of such action or (iv) the action, in each of which cases indemnifying party shall authorize the reasonable fees, disbursements and other charges of indemnified party to employ separate counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurredparty. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld). No indemnifying party shallnot, without the prior written consent of each the indemnified partyparties, settle or compromise or consent to the entry of any judgment in with respect to any pending or threatened claim, action action, suit or proceeding relating to the matters contemplated by this Section 6 in respect of which indemnification or contribution may be sought hereunder (whether or not any the indemnified party is a party thereto), parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action action, suit or proceedingproceeding and does not include a statement as to, or admission of, fault, culpability or failure to act on behalf of any indemnified party. (d) If In the indemnification event that the indemnity provided for in paragraph (a), (b) or (c) of this Section 6 8 is unavailable for any reason held to be unenforceable by an indemnified party or is insufficient to hold harmless a party indemnified under subsection paragraph (a) or (b) above of this Section 8, although applicable in accordance with its terms (including the requirements of Section 8(c) above), the Company and the Underwriters severally agree to a party that would have been an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any contribute to the aggregate losses, claims, damages or and liabilities (including legal or actions other expenses reasonably incurred in respect thereofconnection with investigating or defending same) referred to therein, then each party that would have been an indemnifying party thereunder (collectively “Indemnifying PartyLosses”) shall, in lieu to which the Company and one or more of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the offering of the Bonds. IfSecurities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder; provided, further, that each Underwriter’s obligation to contribute to Losses hereunder shall be several and not joint. If the allocation provided by the immediately preceding sentence is not permitted by applicable law or if unavailable for any reason, the Indemnified Party failed to give Company and the notice required under subsection (c) above, then each Indemnifying Party Underwriters severally shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company 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 (or actions in respect thereof), Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Company bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by the Underwriterscommissions, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereofFinal Prospectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof)above. Notwithstanding the provisions of this subsection paragraph (d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations For purposes of the Company under this Section 6 shall be in addition to any liability which 8, each person who controls an Underwriter within the Company may otherwise have meaning of either the Act or the Exchange Act and shall extend, upon the same terms and conditions, to each director, officer, employee and agent and affiliate of an Underwriter shall have the same rights to contribution as such Underwriter, and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

Indemnification and Contribution. (a) The Company will shall indemnify and hold harmless each Underwriter, its directors, officers, agents, affiliates and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, as incurred, to which such Underwriter, director, officer, agent, affiliate or controlling person Underwriter may become subject, under the Securities Act 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 made by the Company in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleadingSection 1 hereof; or (ii) any untrue statement or alleged untrue statement of a material fact contained (A) in the Registration Statement, any preliminary prospectusPre-Effective Prospectus, the Disclosure Package Effective Prospectus, or the Final Prospectus (or any amendment or supplement thereto, or (B) in any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, documents or information being hereinafter called a “Blue Sky Application”); or (iii) the omission or alleged omission to state in the Registration Statement or any amendment thereto a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or the omission or alleged omission therefrom of to state in any Pre-Effective Prospectus, the Effective Prospectus, the Final Prospectus or any supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and will shall reimburse each Underwriter, director, officer, agent, affiliate or controlling person Underwriter for any legal or other expenses reasonably incurred by it such Underwriter in connection with investigating or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, except that the Company shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company through the Representative by you, or by on behalf of any Underwriter through you, specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 6(a) shall be in addition to of the Registration Statement, any liabilities that Pre-Effective Prospectus, the Company may otherwise haveEffective Prospectus, the Final Prospectus or any amendment or supplement thereto, or any Blue Sky Application. (b) Each Underwriter severally and severally, but not jointly will jointly, shall indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any lossesloss, claimsclaim, damages damage or liabilities liability, joint or several, as incurred, to which the Company, such director, officer or controlling person Company may become subject, under the Securities Act 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 (A) in the Registration StatementStatement any Pre-Effective Prospectus, the Effective Prospectus, the Final Prospectus or any amendment or supplement thereto, or (B) in any Blue Sky Application, or (ii) the omission or alleged omission therefrom of to state in the Registration Statement or any amendment thereto a material fact required to be stated therein or necessary to make the statements therein therein, in 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 preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state in any Pre-Effective Prospectus, the Effective Prospectus, Final Prospectus or any supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; except that such indemnification shall be available in each such case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company through the Representative by you, or by any on behalf of such Underwriter through you, specifically for use in the preparation thereof; , and will shall reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under subsection sub-section (a) or (b) above of notice of any claim or the commencement of any action, such action the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the claim or the commencement thereofof that action; but the omission so failure to notify the indemnifying party shall not relieve it from any liability which it may have to any an indemnified party otherwise than under such subsection. In case If any such claim or action shall be brought against any an indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in therein and, to the extent that it shall wishwishes, jointly with any other similarly notified indemnifying party, similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such the indemnified party, and, after . After notice from the indemnifying party to such the indemnified party of its election so to assume the defense thereofof such claim or action, the indemnifying party shall not be liable to such the indemnified party under such subsection for any legal or other expenses subsequently incurred by such the indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will ; except that the Representative shall have the right to employ its own counsel to represent the Representative and those other Underwriters who may be subject to liability arising out of any claim in any such action, but the fees, expenses and other charges respect of such counsel will which indemnity may be at the expense of such indemnified party unless (1) the employment of counsel sought by the indemnified party has been authorized Underwriters against the Company under such subsection if, in writing by the indemnifying partyRepresentative reasonable judgment, (2) based upon the indemnified party has reasonably concluded (based on advice of counsel) , it is advisable for the Representative and those Underwriters to be represented by separate counsel, and in that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to event the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party fees and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense expenses of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed separate counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed paid by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceedingCompany. (d) If the indemnification provided for in this Section 6 7 is unavailable under subsection (a) or (b) above insufficient to a party that would have been hold harmless an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to thereinabove, then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such the losses, claims, damages or liabilities referred to in subsection (a) or actions in respect thereof(b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Bonds. If, however, Shares or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) abovelaw, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which that resulted in such losses, claims, damages or liabilities (or actions in respect thereof)liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Shares (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereofFinal Prospectus. The relative fault of the Company on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue or alleged untrue statement or omission or alleged omission. The Company and the Underwriters agree that it would not be just and equitable if contribution contributions pursuant to this subsection (d) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take into account of the equitable considerations referred to above in the first sentence of this subsection (d). The amount paid or payable by an Indemnified Party indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party indemnified party in connection with investigating or defending against any such action or claim (which shall be limited as provided in is the subject of this subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereofd). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received amount by itwhich the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. Each party entitled to contribution agrees that upon the service of a summons or other initial legal process upon it in any action instituted against it in respect of which contribution may be sought, it shall promptly give written notice of such service to the party or parties from whom contribution may be sought, but the omission so to notify such party or parties of any such service shall not relieve the party from whom contribution may be sought from any obligation it may have hereunder or otherwise (except as specifically provided in subsection (c) hereof). (e) The obligations of the Company under this Section 6 7 shall be in addition to any liability which the Company may otherwise have have, and shall extend, upon the same terms and conditions, to each director, officer, agent officer and affiliate director of an Underwriter, each Underwriter and to each person, if any, who controls any Underwriter or the QIU within the meaning of the Securities Act; and the obligations of the Underwriters under this Section 6 7 shall be in addition to any liability which that the respective Underwriters may otherwise have have, and shall extend, upon the same terms and conditions, to each director of the Company (including any person who, with his consent, is named in the Registration Statement as about to become a director of the Company), to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within the meaning of the Securities Act, in either case, whether or not such person is a party to any action or proceeding. (f) Without limitation of and in addition to its obligations under the other paragraphs of this Section 7, the Company agrees to indemnify and hold harmless the QIU, its partners, members, directors, officers, affiliates and each person, if any, who controls the QIU within the meaning of Section 15 of the Act from and against any and all losses, claims, damages or liabilities, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Shares) to which the QIU, director, officer, employee or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, the QIU’s acting as such “qualified independent underwriter” in connection with the offering contemplated by this Agreement; and agrees to reimburse each such indemnified party promptly upon demand for any legal or other expenses reasonably incurred by them in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from the gross negligence or willful misconduct of the QIU. The relative benefits received by the QIU with respect to the offering contemplated by this Agreement will, for purposes of Section 7(d), be deemed to be equal to the compensation received by the QIU for acting in such capacity. In addition, notwithstanding the provisions of Section 7(d), the QIU will not be required to contribute any amount in excess of the compensation received by the QIU for acting in such capacity.

Indemnification and Contribution. (a) The Company will Issuer and Consumers agree, to the extent permitted by law, to indemnify and hold harmless each Underwriterof the Underwriters, its directors, officers, agents, affiliates their officers and directors and each 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 Act, against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter, director, officer, agent, affiliate they or controlling person any of them may become subject, subject under the Securities Act, Exchange Act or otherwise, and to reimburse the Underwriters and such controlling person or persons, if any, for any legal or other expenses incurred by them in connection with defending any action, suit or proceeding (including governmental investigations) as provided in Section 11(c) hereof, insofar as such losses, claims, damages damages, liabilities or liabilities actions, suits or proceedings (or actions in respect thereofincluding governmental investigations) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Pricing Prospectus, the Pricing Package or the Final Prospectus, or if the Final Prospectus shall be amended or supplemented, in the Final Prospectus as so amended or supplemented (if such Final Prospectus or such Final Prospectus as amended or supplemented is used after the period of time referred to in Sections 8(a)(iv) and 8(b)(iii) hereof, it shall contain or be used with such amendments or supplements as the Issuer and Consumers deem necessary to comply with Section 10(a) of the Securities Act), the information contained in the Term Sheets, any other Issuer Free Writing Prospectus or any amendment thereto, including any issuer information deemed (within the meaning of Rule 433 under the Securities Act) filed or required to be a part thereof filed pursuant to Rule 430B 433(d) under the Act, Securities Act or the arise out of or are based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except insofar as such losses, claims, damages, liabilities or actions, suits or proceedings (iiincluding governmental investigations) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter, director, officer, agent, affiliate or controlling person for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall 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 an any such untrue statement or alleged untrue statement or omission or alleged omission that was made in the such Registration Statement, the Pricing Package, Final Prospectus, the Term Sheets or any preliminary prospectus or the other Issuer Free Writing Prospectus or any such amendment issuer information (within the meaning of Rule 433 under the Securities Act) filed or supplement, required to be filed pursuant to Rule 433(d) under the Securities Act in reliance upon and in conformity with written information furnished in writing to the Company by you, or by Issuer and Consumers through the Representatives on behalf of any Underwriter through you, specifically Underwriters expressly for use therein. Notwithstanding the foregoing, the indemnity agreement contained in this Section 11(a) with respect to any untrue statement in or omission from the preparation thereofPricing Prospectus shall not inure to the benefit of the Underwriters (or any other party described in this Section 11(a)) to the extent that the sale of the Bonds to the person or entity asserting any such loss, claim, damage or liability was an initial resale by the Underwriters and any such loss, claim, damage or liability with respect to the Underwriters results from the fact that both (i) copies of the Preliminary Term Sheet or Pricing Term Sheet were not conveyed to such person or entity at or prior to the written confirmation of the sale of such Bonds to such person or entity and (ii) the untrue statement in or omission from the Pricing Prospectus was corrected in such Preliminary Term Sheet or Pricing Term Sheet. The indemnity agreement set forth contained in this Section 6(a11(a), and the covenants, representations and warranties of the Issuer and Consumers contained in this Agreement, shall remain in full force and effect regardless of any investigation made by or on behalf of any person, and shall survive the delivery of and payment for the Bonds hereunder, and the indemnity agreement contained in this Section 11 shall survive any termination of this Agreement. The liabilities of the Issuer or Consumers in this Section 11(a) shall be are in addition to any other liabilities that of the Company may otherwise haveIssuer or Consumers under this Agreement or otherwise. (b) Each Underwriter agrees, severally and not jointly will indemnify and jointly, to the extent permitted by law, to indemnify, hold harmless and reimburse the CompanyIssuer and Consumers, its directors, its each of the Issuer’s and Consumers’ managers and directors and such of the officers who sign of the Issuer and Consumers as shall have signed the Registration Statement and each person, if any, who controls the Company Issuer or Consumers within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company, such director, officer or controlling person may become subject, under same extent and upon the Act or otherwise, insofar same terms 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, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light indemnity agreement of the circumstances under which they were made, not misleading, Issuer and Consumers as set forth in each case to the extentSection 11(a) hereof, but only with respect to the extent, that such untrue statement or alleged untrue statement statements or omission or alleged omission was omissions made in the Registration Statement, any preliminary prospectus the Pricing Package, the Final Prospectus, as amended or supplemented (if applicable), the Prospectus Term Sheets or any such amendment or supplement, other Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished in writing to the Company by you, or by any Issuer and the Consumers through the Representatives on behalf of such Underwriter through you, specifically expressly for use therein. The Issuer and Consumers acknowledge that the only such information furnished in writing to the preparation thereof; Issuer and will reimburse Consumers as of the Company for any legal or other expenses reasonably incurred by date hereof is set forth in Schedule IV hereto (the Company in connection with investigating or defending against any such loss, claim, damage, liability or action“Underwriter Information”). The indemnity agreement set forth on the part of each Underwriter contained in this Section 6(b11(b) and the covenants, representations and warranties of such Underwriter contained in this Underwriting Agreement shall be remain in full force and effect regardless of any investigation made by or on behalf of the Issuer, Consumers or any other person, and shall survive the delivery of and payment for the Bonds hereunder, and the indemnity agreement contained in this Section 11 shall survive any termination of this Agreement. The liabilities of each Underwriter in this Section 11(b) are in addition to any other liabilities that each of such Underwriter may otherwise haveunder this Agreement or otherwise. (c) Promptly If a claim is made or an action, suit or proceeding (including governmental investigation) is commenced or threatened against any person as to which indemnity may be sought under Section 11(a) hereof or Section 11(b) hereof, such person (the “Indemnified Person”) shall notify the person against whom such indemnity may be sought (the “Indemnifying Person”) promptly after receipt by any assertion of such claim, promptly after any threat is made to institute an indemnified party under subsection (a) action, suit or (b) above of notice proceeding or, if such an action, suit or proceeding is commenced against such Indemnified Person, promptly after such Indemnified Person shall have been served with a summons or other first legal process, giving information as to the nature and basis of the commencement of any action, such indemnified party shall, if a claim in respect thereof is claim. Failure to be made against the indemnifying party under such subsection, so notify the indemnifying party in writing of Indemnifying Person shall not, however, relieve the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it Indemnifying Person from any liability which that it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party on account of the commencement thereofindemnity under Section 11(a) hereof or Section 11(b) hereof if the Indemnifying Person has not been prejudiced in any material respect by such failure. Subject to the immediately succeeding sentence, the indemnifying party Indemnifying Person shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereofof any such litigation or proceeding, including the employment of counsel and the payment of all expenses, with such counsel satisfactory being designated, subject to such the immediately succeeding sentence, in writing by the Representatives in the case of parties indemnified party, and, after notice from pursuant to Section 11(b) hereof and by the indemnifying party Issuer or Consumers in the case of parties indemnified pursuant to such indemnified party of its election so to assume the defense thereof, the indemnifying party Section 11(a) hereof. Any Indemnified Person shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have the right to employ participate in such litigation or proceeding and to retain its own counsel in any such actioncounsel, but the fees, fees and expenses and other charges of such counsel will shall be at the expense of such indemnified party Indemnified Person unless (1i) the employment Indemnifying Person and the Indemnified Person shall have mutually agreed to the retention of such counsel by the indemnified party has been authorized in writing by the indemnifying party, or (2ii) the indemnified party has reasonably concluded named parties to any such proceeding (based on advice of counselincluding any impleaded parties) that there may be legal defenses available to it or other indemnified parties that are different from or include (x) the Indemnifying Person and (y) the Indemnified Person and, in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice written opinion of counsel to such Indemnified Person, representation of both parties by the indemnified party) same counsel would be inappropriate due to actual or likely conflicts of interest between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the actionthem, in each either of which cases the reasonable fees, disbursements fees and other charges expenses of counsel will (including disbursements) for such Indemnified Person shall be at reimbursed by the expense Indemnifying Person to the Indemnified Person. If there is a conflict as described in clause (ii) above, and the Indemnified Person(s) have participated in the litigation or proceeding utilizing separate counsel whose fees and expenses have been reimbursed by the Indemnifying Person and the Indemnified Person(s), or any of them, are found in a final judicial determination to be liable, such Indemnified Person(s) shall repay to the indemnifying party or partiesIndemnifying Person such fees and expenses of such separate counsel as the Indemnifying Person shall have reimbursed. It is understood that the indemnifying party or parties Indemnifying Person shall not, in connection with any litigation or proceeding or related litigation or proceedings in the same jurisdictionjurisdiction as to which the Indemnified Person(s) are entitled to such separate representation, be liable under this Agreement for the reasonable fees, disbursements fees and other charges out-of-pocket expenses of more than one separate firm admitted to practice in such jurisdiction at any (together with not more than one time appropriate local counsel) for all such indemnified party or partiesIndemnified Persons. All Subject to the next paragraph, all such fees, disbursements fees and other charges will expenses shall be reimbursed by payment to the indemnifying party Indemnified Person(s) of such reasonable fees and expenses of counsel promptly after payment thereof by the Indemnified Person(s). In furtherance of the requirement above that fees and expenses of any separate counsel for the Indemnified Person(s) shall be reasonable, the Underwriters, the Issuer and Consumers agree that the Indemnifying Person’s obligations to pay such fees and expenses shall be conditioned upon the following: (1) in case separate counsel is proposed to be retained by the Indemnified Person(s) pursuant to clause (ii) of the preceding paragraph, the Indemnified Person(s) shall in good faith fully consult with the Indemnifying Person in advance as they are incurredto the selection of such counsel; (2) reimbursable fees and expenses of such separate counsel shall be detailed and supported in a manner reasonably acceptable to the Indemnifying Person (but nothing herein shall be deemed to require the furnishing to the Indemnifying Person of any information, including, without limitation, computer print-outs of lawyers’ daily time entries, to the extent that, in the judgment of such counsel, furnishing such information might reasonably be expected to result in a waiver of any attorney-client privilege); and (3) the Issuer, Consumers and the Representatives shall cooperate in monitoring and controlling the fees and expenses of separate counsel for Indemnified Person(s) for which the Indemnifying Person is liable hereunder, and the Indemnified Person(s) shall use reasonable effort to cause such separate counsel to minimize the duplication of activities as between themselves and counsel to the Indemnifying Person. An indemnifying party will The Indemnifying Person shall not be liable for any settlement of any action litigation or claim proceeding effected without its the written consent (which of the Indemnifying Person, but, if settled with such consent will not or if there be unreasonably withheld)a final judgment for the plaintiff, the Indemnifying Person agrees, subject to the provisions of this Section 11, to indemnify the Indemnified Person from and against any loss, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shallThe Indemnifying Person shall not, without the prior written consent of each indemnified partythe Indemnified Person(s), settle or compromise or consent to the entry effect any settlement of any judgment in any pending or threatened claimlitigation, action proceeding or proceeding relating to claim in respect of which indemnity has been properly sought by the matters contemplated by this Section 6 (whether or not any indemnified party is a party thereto)Indemnified Person(s) hereunder, unless such settlement, compromise or consent settlement includes an unconditional release by the claimant of each indemnified party all Indemnified Persons from all liability arising or with respect to claims that may arise out are the subject matter of such claimlitigation, action proceeding or proceedingclaim and does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Person. (d) If the indemnification provided for above in this Section 6 11 is unavailable to or insufficient to hold harmless an Indemnified Person under subsection (a) or (b) above to a party that would have been an indemnified party under subsection (a) or (b) above (“Indemnified Party”) such Section 11 in respect of any losses, claims, damages or liabilities (or actions actions, suits or proceedings (including governmental investigations) in respect thereof) referred to therein, then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, Person under this Section 11 shall contribute to the amount paid or payable by such Indemnified Party Person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company Indemnifying Person on the one hand and the Underwriters Indemnified Person on the other from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) abovelaw, then each Indemnifying Party Person shall contribute to such amount paid or payable by such Indemnified Party Person in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company each Indemnifying Person, if any, on the one hand and the Underwriters Indemnified Person on the other in connection with the statements or omissions which that resulted in such losses, claims, damages or liabilities (or actions actions, suits or proceedings (including governmental investigations) in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company Issuer and Consumers on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to Issuer and the total underwriting discounts and or commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant Final Prospectus, bear to Rule 424 under the Act referred to in Section 2(a) hereofaggregate public offering price of the Bonds. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company Issuer and Consumers on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company Issuer, Consumers and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) Section 11 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which that does not take account of the equitable considerations referred to above in this subsection (d)Section 11. The amount paid or payable by an Indemnified Party Person as a result of the losses, claims, damages or liabilities (or actions actions, suits or proceedings (including governmental proceedings) in respect thereof) referred to above in this subsection (d) Section 11 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party Person in connection with investigating or defending any such action actions, suits or claim proceedings (which shall be limited as including governmental proceedings) or claims, provided that the provisions of this Section 11 have been complied with (in subsection (call material respects) above if the Indemnifying Party has assumed the defense in respect of any separate counsel for such action in accordance with the provisions thereof)Indemnified Person. Notwithstanding the provisions of this subsection (d)Section 11, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received purchase discount or commission applicable to the Bonds purchased by itsuch Underwriter hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) Section 11 to contribute are several in proportion to their respective underwriting obligations and not joint. (e) . The obligations of the Company under agreement with respect to contribution contained in this Section 6 11(d) shall be remain in addition to full force and effect regardless of any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within the meaning of the Act.investigation

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, its the directors, officers, agents, affiliates employees and agents of each Underwriter and each person, if any, person 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 liabilities, joint or several, to which such Underwriter, director, officer, agent, affiliate they or controlling person any of them may become subject, subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementregistration statement for the registration of the Securities as originally filed or in any amendment thereof, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Act, arise out of or the are based upon an omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained fact, in any preliminary prospectus, light of the Disclosure Package or the Prospectus (or any amendment or supplement thereto)circumstances in which it was made, or the an omission or alleged omission therefrom of to state a material fact required to be stated or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, in any Preliminary Prospectus, the Final Prospectus, or in any amendment or supplement thereto, or in any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d), and will agrees to reimburse each Underwritersuch indemnified party, directoras incurred, officer, agent, affiliate or controlling person for any legal or other expenses reasonably incurred by it them in connection with investigating or defending against any such loss, claim, damage, liability or action; provided, however, that the Company shall 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 an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, therein in reliance upon and in conformity with written information furnished to the Company by you, or by on behalf of any Underwriter through you, the Representatives specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise haveinclusion therein. (b) Each Underwriter severally and not jointly will agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who sign the Registration Statement officers, and each person, if any, person who controls the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company, such director, officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extentsame extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by you, or by any on behalf of such Underwriter through you, the Representatives specifically for use inclusion in the preparation thereof; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company documents referred to in connection with investigating or defending against any such loss, claim, damage, liability or actionSection 8(a) above. The This indemnity agreement set forth in this Section 6(b) shall will be in addition to any liabilities that each liability which any Underwriter may otherwise have. The Company acknowledges that (i) the statement set forth on the cover page regarding delivery of the Securities and (ii) under the heading “Underwriting,” (A) the sentences related to concessions and reallowances and (B) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above this Section 8 of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under such subsectionthis Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party shall (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any liability which it may have event, relieve the indemnifying party from any obligations to any indemnified party otherwise other than under such subsectionthe indemnification obligation provided in paragraph (a) or (b) above. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the The indemnifying party shall be entitled to participate in and, to appoint counsel of the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from ’s choice at the indemnifying party party’s expense to such represent the indemnified party of its election so to assume the defense thereof, in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be liable to such responsible for the fees and expenses of any separate counsel retained by the indemnified party under or parties except as set forth below); provided, however, that such subsection for any legal or other expenses subsequently incurred by such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in connection with an action, the defense thereof other than reasonable costs of investigation. The indemnified party will shall have the right to employ its own separate counsel in any such action(including local counsel), but and the indemnifying party shall bear the reasonable fees, costs and expenses and other charges of such separate counsel will be at the expense of such indemnified party unless if (1i) the employment use of counsel chosen by the indemnifying party to represent the indemnified party has been authorized in writing by the indemnifying partywould present such counsel with a conflict of interest, (2ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party has and the indemnifying party and the indemnified party shall have reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or and/or other indemnified parties that which are different from or in addition additional to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4iii) the indemnifying party has shall not in fact have employed counsel satisfactory to assume the defense of such action indemnified party to represent the indemnified party within a reasonable time after receiving notice of the commencement institution of such action or (iv) the action, in each of which cases indemnifying party shall authorize the reasonable fees, disbursements and other charges of indemnified party to employ separate counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurredparty. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld). No indemnifying party shallnot, without the prior written consent of each the indemnified partyparties, settle or compromise or consent to the entry of any judgment in with respect to any pending or threatened claim, action action, suit or proceeding relating to the matters contemplated by this Section 6 in respect of which indemnification or contribution may be sought hereunder (whether or not any the indemnified party is a party thereto), parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action action, suit or proceedingproceeding and does not include a statement as to, or admission of, fault, culpability or failure to act on behalf of any indemnified party. (d) If In the indemnification event that the indemnity provided for in this Section 6 is unavailable under subsection paragraph (a) or (b) above of this Section 8 is for any reason held to a party that would have been be unenforceable by an indemnified party or is insufficient to hold harmless a party indemnified under subsection paragraph (a) or (b) above of this Section 8, although applicable in accordance with its terms (“Indemnified Party”including the requirements of Section 8(c) in respect of any above), the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages or and liabilities (including legal or actions other expenses reasonably incurred in respect thereofconnection with investigating or defending same) referred to therein, then each party that would have been an indemnifying party thereunder (collectively “Indemnifying PartyLosses”) shall, in lieu to which the Company and one or more of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the offering of the Bonds. IfSecurities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder; provided, further, that each Underwriter’s obligation to contribute to Losses hereunder shall be several and not joint. If the allocation provided by the immediately preceding sentence is not permitted by applicable law or if unavailable for any reason, the Indemnified Party failed to give Company and the notice required under subsection (c) above, then each Indemnifying Party Underwriters severally shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company 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 (or actions in respect thereof), Losses as well as any other relevant equitable considerations. The relative benefits Benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Company bear Underwriters shall be deemed to be equal to the total underwriting discounts and commissions received by the Underwriterscommissions, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereofFinal Prospectus. The relative Relative fault shall be determined by reference to, among other things, whether the any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and the parties’ their relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof)above. Notwithstanding the provisions of this subsection paragraph (d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations For purposes of the Company under this Section 6 shall be in addition to any liability which 8, each person who controls an Underwriter within the Company may otherwise have meaning of either the Act or the Exchange Act and shall extend, upon the same terms and conditions, to each director, officer, employee and agent and affiliate of an Underwriter shall have the same rights to contribution as such Underwriter, and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

Indemnification and Contribution. (a) The Subject to the conditions set forth below, the Company will agrees to indemnify and hold harmless each Underwriterthe Placement Agent, its directorsmanagers, officers, agentsdirectors, affiliates employees, agents and counsel, and each person, if any, who controls any Underwriter the Placement Agent within the meaning of either Section 15 of the Act or Section 20 20(a) of the Exchange Act from and Act, against any lossesand all loss, claimsliability, damages claim, damage and expense whatsoever (which shall include, for all purposes of this Section 8, but not be limited to, attorneys' fees and any and all expense whatsoever incurred in investigating, preparing or liabilitiesdefending against any litigation, joint commenced or severalthreatened, to which such Underwriteror any claim whatsoever and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, directorbased upon, officer, agent, affiliate or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon connection with: (i) any untrue statement or alleged untrue statement of a material fact contained (A) in the Registration Statement, or the Prospectus, or any amendment or supplement thereto, including or (B) in any applications or other documents or communications (collectively, the "Other Documents") executed by or on behalf of the Company or based upon written information deemed furnished by or on behalf of the Company filed in any jurisdiction in order to be a part thereof pursuant to Rule 430B qualify any of the Units under the Act, blue sky or state securities laws thereof or filed with the Commission; (ii) any omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter, director, officer, agent, affiliate or controlling person for any legal or other expenses reasonably incurred by it in connection with investigating or defending against unless such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company with respect to the Placement Agent by youthe Placement Agent expressly for inclusion in the Registration Statement or the Prospectus, or by any Underwriter through youamendment or supplement thereto, specifically for use or in any Other Documents, as the preparation thereofcase may be; or (iii) any breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement. The indemnity foregoing agreement set forth in this Section 6(a) to indemnify shall be in addition to any liabilities that liability the Company may otherwise have, including liabilities arising under this Agreement. (b) Each Underwriter severally and not jointly will The Placement Agent agrees to indemnify and hold harmless the Company, its managers, officers, directors, its officers who sign the Registration Statement employees, agents and counsel, and each other person, if any, who controls the Company within the meaning of either Section 15 of the Act or Section 20 20(a) of the Exchange Act, against any lossesto the same extent as the foregoing indemnity from the Company to the Placement Agent as set forth in Section 8(a) of this Agreement, claimsbut only with respect to statements or omissions, damages or liabilities to which the Companyif any, such director, officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained made in the Registration Statement, or any amendment thereto, Statement or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (Prospectus, or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, Other Documents in reliance upon and in conformity with written information furnished to the Company with respect to the Placement Agent by youthe Placement Agent expressly for inclusion in the Registration Statement or the Prospectus, or by any Underwriter through youamendment or supplement thereto, specifically for use or in any Other Documents, as the preparation thereof; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter case may otherwise havebe. (c) Promptly after receipt by an indemnified party under subsection (aIf any action is brought against any person or entity in respect of which indemnity may be sought pursuant to Sections 8(a) or (b8(b) above of notice of the commencement of any actionthis Agreement, such indemnified party shall, if a claim in respect thereof is to be made against person or entity (the indemnifying party under such subsection, "Indemnified Party") shall promptly notify the indemnifying party against whom indemnity may be sought (the "Indemnifying Party") in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any institution of such action and the Indemnifying Party shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to promptly assume the defense thereofof such action, with including the employment of counsel (reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party Indemnified Party) and payment of its election so to assume the defense thereof, the indemnifying party expenses. Such Indemnified Party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have the right to employ its own counsel in any such actioncase, but the fees, fees and expenses and other charges of such counsel will shall be at the expense of such indemnified party Indemnified Party unless (1) the employment of such counsel by the indemnified party has shall have been authorized in writing by the indemnifying party, (2) Indemnifying Party in connection with the indemnified party has defense of such action or the Indemnifying Party shall not have promptly employed counsel satisfactory to such Indemnified Party to have charge of the defense of such action or such Indemnified Party shall have reasonably concluded (based on advice of counsel) that there may be one or more legal defenses available to it or other indemnified parties that which are different from or in addition additional to those available to the indemnifying partyIndemnifying Party, (3) a conflict or potential conflict exists (based on advice in any of counsel to which events such fees and expenses shall be borne by the indemnified party) between the indemnified party Indemnifying Party and the indemnifying party (in which case the indemnifying party will Indemnifying Party shall not have the right to direct the defense of such action on behalf of the indemnified party) or (4) Indemnified Party. Anything in this paragraph to the indemnifying party has not in fact employed counsel to assume contrary notwithstanding, the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any such claim or action or claim effected without its written consent (which consent will not be unreasonably withheld)consent. No indemnifying party shallThe Indemnifying Party shall not, without the prior written consent of each indemnified partyIndemnified Party that is not released as described in this sentence, settle or compromise any action, or permit a default or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened claimaction, action or proceeding relating to the matters contemplated by this Section 6 in respect of which indemnity may be sought hereunder (whether or not any indemnified party Indemnified Party is a party thereto), unless such settlement, compromise compromise, consent, or consent termination includes an unconditional release of each indemnified party Indemnified Party from all liability arising or that may arise out in respect of such claim, action or proceedingaction. (d) If The Company and the Placement Agent agree to provide for just and equitable contribution if (i) an Indemnified Party makes a claim for indemnification provided for in this Section 6 is unavailable under subsection (apursuant to Sections 8(a) or 8(b) of this Agreement (bsubject to the limitations thereof) above but it is found in a final judicial determination, not subject to a party further appeal, that would have been an indemnified party under subsection (a) such indemnification may not be enforced in such case, even though this Agreement expressly provides for indemnification in such case, or (bii) above (“any Indemnified Party”) in respect of any Party or Indemnifying Party seeks contribution under the Act, the Exchange Act, or otherwise, then the Company and the Placement Agent shall contribute to the losses, liabilities, claims, damages or liabilities (or actions in respect thereof) referred and expenses whatsoever to thereinwhich either of them may be subject, then each party so that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, contribute the Placement Agent is responsible for the proportion thereof equal to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect percentage which the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) above, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed commission to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as paid per Unit set forth in the table on the cover page of the Prospectus represents of the initial public offering price per Unit set forth on the cover page of the Prospectus and the Company is responsible for the remaining portion; provided, however, if applicable law does not permit such allocation, then other relevant equitable considerations such as the relative fault of the Company and the Placement Agent, in connection with the facts which is filed pursuant to Rule 424 under the Act referred to resulted in Section 2(a) hereofsuch losses, liabilities, claims, damages and expenses shall also be considered. The relative fault fault, in the case of an untrue statement, alleged untrue statement, omission or alleged omission, shall be determined by reference toby, among other things, whether the untrue or such statement, alleged untrue statement of a material fact statement, omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters Placement Agent, and the parties’ ' relative intent, knowledge, access to information information, and opportunity to correct or prevent such statement statement, alleged statement, omission, or alleged omission. The Company and the Underwriters Placement Agent agree that it would not be just unjust and equitable inequitable if the respective obligations of the Company and the Placement Agent for contribution pursuant to this subsection (d) were determined by pro rata or per capita allocation (even if of the Underwriters were treated as one entity for such purpose) aggregate losses, liabilities, claims, damages, and expenses or by any other method of allocation which that does not take account of reflect the equitable considerations referred to above in this subsection (dSection 8(d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received by it. No person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was is not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations For purposes of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend8(d), upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each person, if any, who controls any Underwriter the Placement Agent within the meaning of the Act; and the obligations Section 15 of the Underwriters under this Act or Section 6 20(a) of the Exchange Act and each manager, officer, director, partner, employee, agent and counsel of the Placement Agent shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms rights to contribution as the Placement Agent, and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and each manager, officer, director, partner, employee, agent and counsel of the Company shall have the same rights to contribution as the Company, subject in each case to the provisions of this Section 8(d). Anything in this Section 8(d) to the contrary notwithstanding, no party shall be liable for contribution with respect to the settlement of any claim or action effected without its written consent. This Section 8(d) is intended to supersede any right to contribution under the Act, the Exchange Act or otherwise.

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its directors, officers, agents, affiliates agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter, director, officer, agent, affiliate agent or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter, director, officer, agent, affiliate agent or controlling person for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have. (b) Each Underwriter severally and not jointly will indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company, such director, officer or controlling person Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by any such Underwriter through you, specifically for use in the preparation thereof; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding. (d) If the indemnification provided for in this Section 6 is unavailable under subsection (a) or (b) above to a party that would have been an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) above, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each director, officer, officer and agent and affiliate of an Underwriter, and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within the meaning of the Act.

Indemnification and Contribution. (a) The Company will indemnify and the Operating Partnership, jointly and severally, agree to indemnify, defend and hold harmless each UnderwriterAgent and its affiliates, its and their directors, officers, agents, affiliates employees and each person, if any, agents and any person who controls any Underwriter such Agent within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsdamage, damages expense, liability or liabilitiesclaim (including the reasonable cost of investigation), joint as incurred, which, jointly or severalseverally, to which such Underwriter, director, officer, agent, affiliate Agent or controlling any such person may become subject, incur under the Act Act, the Exchange Act, the common law or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or in the Registration Statement as amended by any post effective amendment thereto, including thereof by the Company) or arises out of or is based upon any information deemed to be a part thereof pursuant to Rule 430B under the Act, or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein not misleading; , except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning any Agent furnished in writing by or on behalf of such Agent to the Company expressly for use in, the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Disclosure Package or the Prospectus (the term Prospectus for the purpose of this Section 7 being deemed to include any Basic Prospectus, any Prospectus Supplement, any Prospectus and any amendments or any amendment or supplement theretosupplements to the foregoing), in any Permitted Free Writing Prospectus, in any “issuer information” (as defined in Rule 433 under the Act) of the Company or in any Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission therefrom of to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriterexcept, directorwith respect to such Prospectus or Permitted Free Writing Prospectus, officer, agent, affiliate or controlling person for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that insofar as any such loss, claimdamage, damage expense, liability or liability claim arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning any Agent furnished in writing by or on behalf of such Agent to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or arises out of or is based upon any omission or alleged omission made to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was necessary in order to make the statements in such information, in the Registration Statementlight of the circumstances under which they were made, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise havenot misleading. (b) Each Underwriter Agent, severally and not jointly will indemnify jointly, agrees to indemnify, defend and hold harmless the CompanyCompany and the Operating Partnership, its directorstheir directors and officers, its officers who sign the Registration Statement and each person, if any, any person who controls the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any lossesloss, claimsdamage, damages expense, liability or liabilities to which claim (including the reasonable cost of investigation) which, jointly or severally, the Company, the Operating Partnership or any such director, officer or controlling person may become subject, incur under the Act Act, the Exchange Act, the common law or otherwise, insofar as such lossesloss, claimsdamage, damages expense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning any Agent furnished in writing by or on behalf of such Agent to the Company or the Operating Partnership expressly for use in, the Registration Statement (or in the Registration StatementStatement as amended by any post effective amendment thereof by the Company), or arises out of or is based upon any amendment thereto, or the omission or alleged omission therefrom of to state a material fact in such Registration Statement in connection with such information, which material fact was not contained in such information and which material fact was required to be stated therein in such Registration Statement or was necessary to make the statements therein such information not misleading; misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning any preliminary prospectus Agent furnished in writing by or on behalf of such Agent to the Company or the Operating Partnership expressly for use in, the Prospectus (Supplement or any amendment or supplement thereto)a Permitted Free Writing Prospectus, or the arises out of or is based upon any omission or alleged omission therefrom of to state a material fact in the Prospectus Supplement or a Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was necessary in order to make the statements thereinin such information, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have. (c) Promptly after receipt by If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “indemnified party under party”) in respect of which indemnity may be sought against the Company, the Operating Partnership or any Agent (as applicable, the “indemnifying party”) pursuant to subsection (a) or (b) above ), respectively, of notice of the commencement of any actionthis Section, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under shall promptly notify such subsection, notify the indemnifying party in writing of the commencement thereofinstitution of such Proceeding and such indemnifying party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; but provided, however, that the omission to so to notify the such indemnifying party shall not relieve it such indemnifying party from any liability which it such indemnifying party may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationotherwise. The indemnified party will or parties shall have the right to employ its or their own counsel in any such actioncase, but the fees, fees and expenses and other charges of such counsel will shall be at the expense of such indemnified party or parties unless (1) the employment of such counsel by the indemnified party has shall have been authorized in writing by the indemnifying partyparty in connection with the defense of such Proceeding or the indemnifying party shall not have, (2) within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or such indemnified party has or parties shall have reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that them which are different from from, additional to or in addition to conflict with those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the such indemnifying party (in which case the such indemnifying party will shall not have the right to direct the defense of such action Proceeding on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the ), in any of which events such fees and expenses shall be borne by such indemnifying party or parties and paid as incurred (it being understood, however, that such indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, not be liable for the reasonable fees, disbursements and other charges expenses of more than one separate firm admitted counsel (in addition to practice any local counsel) in such jurisdiction at any one time for all Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such indemnified party or partiesProceeding). All such fees, disbursements and other charges will be reimbursed by the The indemnifying party promptly as they are incurred. An indemnifying party will shall not be liable for any settlement of any action or claim Proceeding effected without its written consent but, if settled with its written consent, such indemnifying party agrees to indemnify and hold harmless the indemnified party or parties from and against any loss or liability, as incurred, by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this Section 7(c), then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (which consent will i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not be unreasonably withheld)have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of each the indemnified party, settle or compromise or consent to the entry effect any settlement of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not Proceeding in respect of which any indemnified party is or could have been a party thereto)and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent settlement includes an unconditional release of each such indemnified party from all liability arising or on claims that may arise out are the subject matter of such claim, action Proceeding and does not include an admission of fault or proceedingculpability or a failure to act by or on behalf of such indemnified party. (d) If the indemnification provided for in this Section 6 7 is unavailable under subsection (a) or (b) above to a party that would have been an indemnified party under subsection subsections (a) or and (b) above (“Indemnified Party”) of this Section 7 or insufficient to hold an indemnified party harmless in respect of any losses, claimsdamages, damages expenses, liabilities or liabilities (or actions in respect thereof) claims referred to therein, then each party that would have been an applicable indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such losses, claimsdamages, damages expenses, liabilities or liabilities claims (or actions in respect thereofi) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Operating Partnership on the one hand hand, and the Underwriters Agents, on the other hand, from the offering of the Bonds. If, however, Shares or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) abovelaw, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Operating Partnership, on the one hand hand, and of the Underwriters relevant Agent(s), on the other other, in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Operating Partnership, on the one hand hand, and the Underwriters relevant Agents, on the other other, shall be deemed to be in the same proportion respective proportions as the total net proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company bear to and the Operating Partnership, and the total underwriting discounts and commissions received by the Underwritersrelevant Agent, in each case as set forth in bear to the table on the cover page aggregate public offering price of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereofShares. The relative fault of the Company and the Operating Partnership, on the one hand, and of the relevant Agent, on the other, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company and the Operating Partnership or by the Underwriters relevant Agent and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding. (e) The Company, the Underwriters Operating Partnership and each of the Agents agree that it would not be just and equitable if contribution pursuant to this subsection (d) Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which that does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof)above. Notwithstanding the provisions of this subsection (d)Section 7, no Underwriter Agent shall be required to contribute any amount in excess of the underwriting discounts commissions received by itit under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (ef) The obligations Company and the Operating Partnership, and each of the Agents agree promptly to notify each other of the commencement of any Proceeding against it and, in the case of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to Operating Partnership, against any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer ’s officers or directors in connection with the issuance and sale of the Company who has signed Shares, or in connection with the Registration Statement and to each personStatement, if anythe Basic Prospectus, who controls the Company within the meaning of the ActProspectus or any Permitted Free Writing Prospectus.

Indemnification and Contribution. (a) The Company will indemnify agrees to indemnify, defend and hold harmless each Underwriter, its directorsaffiliates, officersdirectors and officers and employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any losses, claims, damages or liabilities, joint or several, liabilities to which the Underwriter or such Underwriter, director, officer, agent, affiliate or controlling person may become subject, under the Securities Act 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 (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any the information deemed to be a part thereof of the Registration Statement at the time of effectiveness and, if applicable, at any subsequent time pursuant to Rule Rules 430A and 430B under of the ActRules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission therefrom of to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) any an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusthe Time of Sale Disclosure Package, the Disclosure Package or the Prospectus (Prospectus, or any amendment or supplement theretothereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or the Prospectus), any Issuer Free Writing Prospectus or the Marketing Materials or in any other materials used in connection with the offering of the Shares, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter, director, officer, agent, affiliate or controlling person the Underwriters for any legal or other expenses reasonably incurred by it them in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company 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 an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplementsupplement thereto or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, the Representatives specifically for use in the preparation thereof. The indemnity agreement set forth , which written information is described in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have7(f). (b) Each Underwriter will, severally and not jointly will indemnify jointly, indemnify, defend and hold harmless the Company, its affiliates, directors, its officers who sign the Registration Statement and employees, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities to which the Company, such director, officer or controlling person Company may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, or any amendment theretoor supplement thereto or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, supplement thereto or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, the Representatives specifically for use in the preparation thereof; , and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so failure to notify the indemnifying party shall not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise than under except to the extent such subsectionindemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in in, and, to the extent that it shall wish, jointly with any other indemnifying party, party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, and after notice from the indemnifying party to such indemnified party of its the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have the right to employ its own counsel in any such actionthereof; provided, but the feeshowever, expenses and other charges of such counsel will be at the expense of such indemnified party unless that if (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2i) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) ), or (4iii) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, the indemnified party shall have the right to employ a single counsel to represent it in each any claim in respect of which cases indemnity may be sought under subsection (a) or (b) of this Section 7, in which event the reasonable fees, disbursements fees and other charges expenses of such separate counsel will shall be at the expense of the indemnifying party or parties. It is understood that borne by the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in and reimbursed to the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or partiesas incurred. All such fees, disbursements and other charges will be reimbursed by the The indemnifying party promptly as they are incurred. An indemnifying party will under this Section 7 shall not be liable for any settlement of any action or claim proceeding effected without its written consent, but if settled with such consent (which consent will not or if there be unreasonably withheld)a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of each the indemnified party, settle or effect any settlement, compromise or consent to the entry of any judgment in any pending or threatened claimaction, action suit or proceeding relating to the matters contemplated by this Section 6 (whether or not in respect of which any indemnified party is a party thereto)or could be named and indemnity was or would be sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of each such indemnified party from all liability arising or for claims that may arise out are the subject matter of such claimaction, action suit or proceedingproceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If the indemnification provided for in this Section 6 7 is unavailable under subsection (a) or (b) above insufficient to a party that would have been hold harmless an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to thereinabove, then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party indemnified party as a result of such the losses, claims, damages or liabilities referred to in subsection (a) or actions in respect thereof(b) above, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering and sale of the Bonds. If, however, Shares or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) abovelaw, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which that resulted in such losses, claims, damages or liabilities (or actions in respect thereof)liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereofFinal Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative relevant intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution contributions pursuant to this subsection (d) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which that does not take account of the equitable considerations referred to above in the first sentence of this subsection (d). The amount paid or payable by an Indemnified Party indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party indemnified party in connection with investigating or defending against any such action or claim (which shall be limited as provided in that is the subject of this subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereofd). Notwithstanding the provisions of this subsection (d), no Underwriter the Underwriters shall not be required to contribute any amount in excess of the underwriting discounts amount of the Underwriters’ commissions referenced in Section 4(a) actually received by itsuch Underwriter pursuant to this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute pursuant to this Section 7 are several several, and not joint, in proportion to their respective underwriting obligations commitments as set forth opposite their respective names on Schedule I. For purposes of this Section 7, each officer and not jointemployee of an Underwriter and each person, if any, who controls an Underwriter within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company with the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company. (e) The obligations of the Company under this Section 6 7 shall be in addition to any liability which that the Company may otherwise have and the benefits of such obligations shall extend, upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each person, if any, who controls any Underwriter the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and the obligations of the Underwriters under this Section 6 7 shall be in addition to any liability which that the respective Underwriters may otherwise have and the benefits of such obligations shall extend, upon the same terms and conditions, to each director of the Company, to and its officers, directors and each officer of the Company who has signed the Registration Statement and to each person, if any, person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. (f) For purposes of this Agreement, the Representatives confirm, and the Company acknowledges, that there is no information concerning the Underwriters furnished in writing to the Company by the Representatives specifically for preparation of or inclusion in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, other than the statements set forth in the last paragraph on the cover page of the Prospectus and the statements set forth in the “Underwriting” section of the Prospectus and Time of Sale Disclosure Package, only insofar as such statements relate to the amount of selling concession and re-allowance or to over-allotment and related activities that may be undertaken by the Underwriters. (g) If, on any Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Underwritten Shares set forth opposite their respective names on Schedule I bears to the aggregate number of Underwritten Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on any Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Shares and the aggregate number of Shares with respect to which such default occurs exceeds 10% of the aggregate number of Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5(a)(vii) and Section 7 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected.

Indemnification and Contribution. (a) The Company will shall indemnify and hold harmless each Underwriter, its directors, officers, agents, affiliates and each person, if any, who controls any each Underwriter within the meaning of either Section 15 of the Act or Section 20 of and the Exchange Act from and Act, against any lossesand all loss, claimsliability, damages claim, damage and expense whatsoever, including, but not limited to, any and all reasonable expenses incurred in investigating, preparing or liabilitiesdefending against any litigation, joint commenced or severalthreatened, to which such Underwriteror any claim whatsoever or in connection with any investigation or inquiry of, directoror action or proceeding that may be brought against, officerthe respective indemnified parties, agent, affiliate or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any breach of the representations and warranties of the Company made in this Agreement or any untrue statement statements or alleged untrue statement statements of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or the Prospectus, any application or other document filed in any jurisdiction in order to qualify all or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B of the Shares under the Actsecurities laws thereof or filed with the SEC or FINRA (in this Section 10 collectively called “application”), or the omission or alleged omission therefrom from any of the foregoing of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were are made, not misleading, and will reimburse each Underwriter, director, officer, agent, affiliate or controlling person for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company foregoing indemnity shall not be liable apply in respect of any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by any such Underwriter through you, specifically expressly for use in any Preliminary Prospectus, the preparation thereofRegistration Statement or Prospectus, or any amendment or supplement thereto, or in any application or in any communication to the SEC, as the case may be and provided further that the foregoing indemnification with respect to any Preliminary Prospectus shall not inure to the benefit of such Underwriter if a copy of the Prospectus (as then amended and supplemented) was not sent or given by or on behalf of such Underwriter to the person asserting any losses, claims, damages or liabilities, and if the Prospectus (as amended and supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities. The indemnity agreement set forth in obligations of the Company under this Section 6(a10(a) shall will be in addition to any liabilities that liability the Company may otherwise have. The indemnification obligations of the Company and the Selling Shareholders shall be several and not joint. (b) Each Underwriter severally and not jointly will Selling Shareholder shall indemnify and hold harmless the Companyeach Underwriter, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company each Underwriter within the meaning of either Section 15 of the Act or Section 20 of and the Exchange Act, Act against any lossesand all loss, claimsliability, damages claim, damage and expense whatsoever, including, but not limited to, any and all reasonable expenses incurred in investigating, preparing or liabilities to which defending against any litigation, commenced or threatened, or any claim whatsoever or in connection with any investigation or inquiry of, or action or proceeding that may be brought against, the Companyrespective indemnified parties, such director, officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any breach of the representations and warranties of such Selling Shareholder made in this Agreement or any untrue statement statements or alleged untrue statement statements of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or the Prospectus, any application or other document filed in any jurisdiction in order to qualify all or any amendment theretopart of the Shares under the securities laws thereof or filed with the SEC or FINRA (in this Section 10 collectively called “application”), or the omission or alleged omission therefrom from any of the foregoing of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they are made, not misleading; , but only with respect to any and all loss, liability, claim, damage or (ii) any untrue statement expense resulting from statements or omissions, or alleged untrue statement of a material fact contained statements or omissions, if any, made in any preliminary prospectus Preliminary Prospectus, the Disclosure Package, the Registration Statement or the Prospectus (or any amendment or supplement thereto), thereof or the omission any application or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case any communication to the extentSEC in reliance upon, but only and in conformity with written information furnished to each Underwriter by such Selling Shareholder expressly for use in any Preliminary Prospectus, the extentDisclosure Package, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus Statement or the Prospectus or any such amendment or supplementsupplement thereof, or any application or in any communication to the SEC, as the case may be and provided further that the foregoing indemnification with respect to any Preliminary Prospectus shall not inure to the benefit of the Underwriter if a copy of the Prospectus (as then amended and supplemented) was not sent or given by or on behalf of the Underwriter to the person asserting any losses, claims, damages or liabilities, and if the Prospectus (as amended and supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities. The obligations of each Selling Shareholder under this Section 10(b) will be in addition to any liability such Selling Shareholder may otherwise have. The indemnification obligations of the Company and each Selling Shareholder shall be several and not joint. (c) Each Underwriter severally and not jointly shall indemnify and hold harmless the Company, each Selling Shareholder, each of the directors of the Company, each of the officers of the Company who shall have signed the Registration Statement, and each other person, if any, who controls the Company or such Selling Shareholder within the meaning of the Act and the Exchange Act, to the same extent as the foregoing indemnities from the Company and each Selling Shareholder to the Underwriters, but only with respect to any and all loss, liability, claim, damage or expense resulting from statements or omissions, or alleged statements or omissions, if any, made in any Preliminary Prospectus, the Disclosure Package, the Registration Statement or the Prospectus or any amendment or supplement thereof or any application or in any communication to the SEC in reliance upon upon, and in conformity with written information furnished to the Company by you, or and Selling Shareholders by any Underwriter through you, specifically the Representative expressly for use in any Preliminary Prospectus, the preparation Disclosure Package, the Registration Statement or the Prospectus or any amendment or supplement thereof; and will reimburse , or any application or in any communication to the Company for any legal or other expenses reasonably incurred by SEC, as the Company in connection with investigating or defending against any such loss, claim, damage, liability or actioncase may be. The indemnity agreement set forth in obligations of each Underwriter under this Section 6(b10(c) shall will be in addition to any liabilities that each liability which such Underwriter may otherwise have. (cd) Promptly after receipt by an indemnified party under subsection If any action, inquiry, investigation or proceeding is brought against any person in respect of which indemnification may be sought pursuant to Section 10(a), (ab) or (bc) above hereof, such person (hereinafter called the “indemnified party”) shall, promptly after notification of, or receipt of notice service of the commencement of any process for, such action, such indemnified inquiry, investigation or proceeding, notify in writing the party shall, if a claim in respect thereof or parties against whom indemnification is to be made against sought (hereinafter called the “indemnifying party”) of the institution of such action, inquiry, investigation or proceeding. The indemnifying party, upon the request of the indemnified party, shall assume the defense of such action, inquiry, investigation or proceeding, including, without limitation, the employment of counsel (reasonably satisfactory to such indemnified party) and payment of expenses. No indemnification provided for in this Section 10 shall be available to any indemnified party who shall fail to give such notice if the indemnifying party under does not have knowledge of such subsectionaction, notify inquiry, investigation or proceeding to the extent that such indemnifying party in writing of has been materially prejudiced by the commencement thereof; failure to give such notice, but the omission to so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified the indemnifying party otherwise than under such subsectionthis Section 10. In case any such action shall be brought against any Such indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have the right to employ its or their own counsel in any such actioncase, but the fees, fees and expenses and other charges of such counsel will shall be at the expense of such indemnified party unless (1) the employment of such counsel by the indemnified party has shall have been authorized in writing by the indemnifying party in connection with the defense of such action or if the indemnifying party shall not have, within a reasonable period of time in light of the circumstances, employed counsel reasonably satisfactory to the indemnified party, (2) to have charge of the defense of such action, inquiry, investigation or proceeding or if such indemnified party or parties shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party or parties and of the indemnified party has reasonably concluded (based on advice of counsel) or parties or that there may be legal defenses available to it such indemnified party or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that , in any of which events the indemnifying indemnified party or parties shall not, in connection with any proceeding or related proceedings in be entitled to select counsel to conduct the same jurisdiction, defense to the extent determined by such counsel to be liable for necessary to protect the reasonable fees, disbursements and other charges interests of more than one separate firm admitted to practice in such jurisdiction at any one time for all such the indemnified party or parties. All , and the reasonable fees and expenses of such fees, disbursements and other charges will counsel shall be reimbursed borne by the indemnifying party promptly as they are incurredparty. An The indemnifying party will not shall be liable responsible for any settlement the fees and disbursements of any action or claim effected without its written consent (which consent will not be unreasonably withheld). No indemnifying party shall, without only one such counsel so engaged by the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not any indemnified party is or parties as a party thereto), unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding. (d) If group. Expenses covered by the indemnification provided for in this Section 6 is unavailable under subsection (a) or (b) above to a party that would have been an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) above, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within the meaning of the Act.this

Indemnification and Contribution. For purposes of this Section 7, “Prospectus Supplement” shall include any prospectus supplement relating to the Units filed with the Commission pursuant to Rule 424(b) of the Rules. (a) The Company Partnership will indemnify and hold harmless each Underwriter, the Manager and its directors, officers, agents, respective affiliates and each person, if any, who controls any Underwriter the Manager within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and Act, as follows: (i) against any lossesand all loss, claimsliability, damages or liabilitiesclaim, joint or severaldamage and expense whatsoever (including the reasonable cost of investigation), to which the Manager or any such Underwriter, director, officer, agent, affiliate or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereofA) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Act), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement theretoto such documents), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (B) resulting from the use of any issuer free writing prospectus (as defined in Rule 433 of the Rules) or prospectus, other than the Prospectus, relating to the Units, whether or not filed by the Partnership or on its behalf; provided, however, that this indemnity does not apply to the extent any such issuer free writing prospectus or prospectus is also used by the Manager; (ii) against any and will reimburse each Underwriterall loss, directorliability, officerclaim, agentdamage and expense whatsoever, affiliate as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or controlling person for any legal investigation or other expenses proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including, subject to Section 7(c) hereof, the fees and disbursements of counsel chosen by the Manager), reasonably incurred by it in connection with investigating investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability to the extent that any such expense is not paid under clause (i) or action(ii) above; provided, however, that the Company indemnity set forth in this Section 7(a) shall not be liable in apply to any such case to the extent that any such loss, liability, claim, damage or liability arises expense to the extent arising out of or is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made contained in the Registration Statement, any preliminary prospectus or the Prospectus Statement or any such Prospectus (or any amendment or supplement, supplement thereto) in reliance upon and in conformity with written information furnished to the Company Partnership by you, or by any Underwriter through you, specifically on behalf of the Manager expressly for use in the preparation thereof. The indemnity agreement set forth in this Section 6(a) shall be in addition Registration Statement or any Prospectus (or any amendment or supplement to any liabilities that the Company may otherwise havesuch documents). (b) Each Underwriter severally and not jointly will The Manager agrees to indemnify and hold harmless the Partnership, the General Partner, the Company, its directorsthe directors of the General Partner and the Company, its the officers of the Company who sign signed the Registration Statement Statement, and each person, if any, who controls the Partnership, the General Partner or the Company within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any lossesand all loss, claimsliability, damages or liabilities claim, damage and expense described in the indemnity contained in Section 7(a) (provided that with respect to which indemnification of the Companynature contemplated by Section 7(a)(ii), such directorindemnification by the Manager for a settlement of any such loss, officer or controlling person may become subjectliability, under claim, damage and expense must be effected with the Act or otherwisewritten consent of the Manager), insofar as such lossesincurred, claims, damages or liabilities (or actions in but only with respect thereof) arise out of or are based upon (i) to any untrue statement statements or omissions, or alleged untrue statement of a material fact contained statements or omissions, made in the Registration Statement, Statement or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement theretoto such documents), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company Partnership by you, or by any Underwriter through you, specifically on behalf of the Manager expressly for use in the preparation thereof; and will reimburse Registration Statement, the Company for Base Prospectus or any legal Prospectus (or other expenses reasonably incurred by the Company in connection with investigating any amendment or defending against any supplement to such loss, claim, damage, liability or action. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that each Underwriter may otherwise havedocuments). (c) Promptly after receipt by an Each indemnified party under subsection (a) or (b) above of shall give written notice of the commencement as promptly as reasonably practicable to each indemnifying party of any action, such indemnified party shall, if a claim action commenced against it in respect thereof is of which indemnity may be sought hereunder, but failure to be made against the so notify an indemnifying party under shall not relieve such subsection, notify the indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in writing of the commencement thereof; but the omission so to notify the indemnifying party any event shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsectionon account of this indemnity agreement. In the case any such action of parties indemnified pursuant to Section 7(a) above, counsel to the indemnified parties shall be brought against any selected by the Manager, and, in the case of parties indemnified partypursuant to Section 7(b) above, and it shall notify counsel to the indemnifying party of the commencement thereof, the indemnifying party indemnified parties shall be entitled to participate in andselected by the Partnership, to the extent provided that if it shall wishso elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying partyparties receiving such notice, similarly notified, to may assume the defense thereof, of such action with counsel satisfactory to such chosen by it and approved by the indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party parties defendant in connection with the defense thereof other than reasonable costs of investigation. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of unless such indemnified party unless (1) parties reasonably object to such assumption on the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) ground that there may be legal defenses available to it or other indemnified parties that them which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying partyparties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action; provided, however, that the indemnifying party shall pay the fees and expenses of separate counsel for the indemnified party if (3i) the indemnifying party has agreed to pay such fees and expenses or (ii) counsel for the indemnified party reasonably determines that representation of both the indemnifying party and the indemnified party by the same counsel would create a conflict or potential conflict exists of interest. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (based on advice except with the consent of the indemnified party) also be counsel to the indemnified party) between the indemnified party and . In no event shall the indemnifying party parties be liable for fees and expenses of more than one counsel (in which case the indemnifying party will not have the right addition to direct the defense of such action on behalf of the any local counsel) separate from their own counsel for all indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding one action or separate but similar or related proceedings in actions arising out of the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party general allegations or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld)circumstances. No indemnifying party shall, without the prior written consent of each the indemnified partyparties, settle or compromise or consent to the entry of any judgment in with respect to any pending litigation, or threatened claim, action any investigation or proceeding relating to the matters contemplated by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 7 (whether or not any the indemnified party is a party parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claimlitigation, action investigation, proceeding or proceedingclaim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, an indemnifying party shall not be liable for any settlement of the nature contemplated by Section 7(a)(ii) effected without its consent if such indemnifying party (i) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. (e) If the indemnification provided for in this Section 6 7 is for any reason unavailable under subsection (a) to or (b) above insufficient to a party that would have been hold harmless an indemnified party under subsection (a) or (b) above (“Indemnified Party”) in respect of any losses, liabilities, claims, damages or liabilities (or actions in respect thereof) expenses referred to therein, then each party that would have been an indemnifying party thereunder (“Indemnifying Party”) shall, in lieu of indemnifying such Indemnified Party, shall contribute to the aggregate amount paid or payable by such Indemnified Party as a result of such losses, liabilities, claims, damages or liabilities and expenses incurred by such indemnified party, as incurred, (or actions in respect thereofi) in such proportion as is appropriate to reflect the relative benefits received by the Company Partnership, on the one hand hand, and the Underwriters Manager, on the other hand, from the offering of the Bonds. If, however, Units pursuant to this Agreement or (ii) if the allocation provided by the immediately preceding sentence clause (i) is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) abovelaw, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company Partnership, on the one hand hand, and of the Underwriters Manager, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or liabilities (or actions in respect thereof)expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company Partnership, on the one hand hand, and the Underwriters Manager, on the other hand, in connection with the offering of the Units pursuant to this Agreement shall be deemed to be in the same proportion respective proportions as the total net proceeds Net Proceeds from the offering (before deducting expenses) of the Units pursuant to this Agreement received by the Company bear to Partnership, and the total underwriting discounts and commissions compensation received by the UnderwritersManager, in each case as set forth provided in Section 3(a)(iv), bear to the table on the cover page gross sales price of the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereof. The relative fault shall be determined Units sold by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts received by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each director, officer, agent and affiliate of an Underwriter, and to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within the meaning of the Act.through the