Common use of Indemnification by the Guarantors Clause in Contracts

Indemnification by the Guarantors. Notwithstanding any exceptions or exclusions with respect to the representations and warranties made by each of the Guarantors in Article IV, the Guarantors shall indemnify the Administrative Agent, each Lender and each Arranger (each such Person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby or (ii) any Loan or the use of the proceeds therefrom, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined to have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) the Guarantors shall have no obligation to any Indemnitee hereunder in connection with (x) any claim, litigation, investigation or proceeding between solely two or more Indemnitees (including any claim, litigation, investigation or proceeding between solely two or more parties to the Arranger Participation Agreement) except to the extent arising solely because of any Default by any Guarantor and (y) any waiver, release or settlement entered into by any Indemnitee without the prior written consent of the Guarantors solely to the extent such release admits criminal negligence or liability. Each Indemnitee agrees that it shall consult in good faith with the Guarantors with respect to any waiver, release or settlement to be entered into by such Indemnitee during negotiation thereof and for which such Indemnitee seeks indemnification pursuant to this Section. Except with respect to any claim, litigation, investigation or proceeding between two or more Indemnitees for which the Guarantors are required to indemnify pursuant to this Section, the Guarantors shall be obligated to pay only the reasonable fees and expenses of a single special New York counsel and any necessary single local counsel in Brazil to the Indemnitees collectively for each such claim, investigation or proceeding.

Indemnification by the Guarantors. Notwithstanding any exceptions or exclusions with respect to The Guarantors, jointly and severally, shall indemnify, defend and hold harmless the representations and warranties made by each of the Guarantors in Article IVDirector, the Guarantors shall indemnify Treasurer, the Administrative AgentState, each Lender the Authority and each Arranger the Trustee (each such Person being called an "Indemnitee"including any member, officer, director or employee thereof) against(collectively, and to hold each Indemnitee harmless from, the “Indemnified Parties”) against any and all lossesliabilities, obligations, claims, damages, liabilities penalties, causes of action, costs and related expenses (including, without limitation, reasonable attorneys’ fees and expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee) imposed upon, incurred by or asserted against an Indemnified Party arising or resulting from, or in any Indemnitee arising out ofway connected with (i) financing, acquisition, construction, installation, operation, use or maintenance of the Project, (ii) any act, failure to act or misrepresentation by any Guarantor in connection with, or as a result in the performance of any actual obligation on any Guarantor’s or prospective claimthe Authority’s part to be performed, litigationrelated to the issuance, investigation or proceeding relating to (i) the execution or sale and delivery of this Agreement the Bonds, under the Loan Agreement, under the Trust Agreement, under the Lease or under any agreement of the other Operative Documents; or instrument contemplated hereby(iii) an act or failure to act or misrepresentation by any Guarantor or the Authority in connection with, or in the performance of any obligation on any Guarantor’s, or the Authority’s part to be performed, related to, the performance by State Assistance, the parties hereto of their respective obligations hereunder or State Loan, the consummation of the Transactions or any other transactions contemplated hereby or (ii) any LDI Loan or the use Lease. In the event any action or proceeding is brought against any Indemnified Party by reason of the proceeds therefromany such claim, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available Indemnified Party will promptly give written notice thereof to the extent that such lossesGuarantors. Any Guarantor shall be entitled to participate at its own expense in the defense or, claimsif it so elects, damages, liabilities or related expenses are determined to have resulted from assume at its own expense the gross negligence or willful misconduct defense of such Indemnitee claim, suit, action or proceeding, in which event such defense shall be conducted by counsel chosen by such Guarantor or Guarantors, and (B) acceptable to the Director; but if such Guarantor or Guarantors shall have no obligation elect not to any Indemnitee hereunder in connection with (x) any claimassume such defense, litigation, investigation such Guarantor or proceeding between solely two or more Indemnitees (including any claim, litigation, investigation or proceeding between solely two or more parties to the Arranger Participation Agreement) except to the extent arising solely because of any Default by any Guarantor and (y) any waiver, release or settlement entered into by any Indemnitee without the prior written consent of the Guarantors solely to the extent such release admits criminal negligence or liability. Each Indemnitee agrees that it shall consult in good faith with the Guarantors with respect to any waiver, release or settlement to be entered into by such Indemnitee during negotiation thereof and for which such Indemnitee seeks indemnification pursuant to this Section. Except with respect to any claim, litigation, investigation or proceeding between two or more Indemnitees for which the Guarantors are required to indemnify pursuant to this Section, the Guarantors shall be obligated to pay only reimburse such Indemnified Party for the reasonable fees and expenses of any counsel retained by such Indemnified Party. If at any time the Indemnified Party becomes dissatisfied, in their reasonable discretion, with the selection of counsel by a single special New York Guarantor, a new mutually agreeable counsel and shall be retained at the expense of such Guarantor. Each Indemnified Party agrees that the Guarantors shall have the sole right to compromise, settle or conclude any necessary single local claim, suit, action or proceeding against any of the Indemnified Parties. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ counsel in Brazil any such action at its own expense; and provided further that such Indemnified Party shall have the right to employ counsel in any such action and the fees and expenses of such counsel shall be at the expense of the Guarantors if: (i) the employment of counsel by such Indemnified Party has been authorized by any Guarantor, (ii) there reasonably appears that there is a conflict of interest between any Guarantor and the Indemnified Party in the conduct of the defense of such action (in which case no Guarantor shall have the right to direct the defense of such action on behalf of the Indemnified Party) or (iii) no Guarantor shall in fact have employed counsel to assume the defense of such action. The Guarantors, jointly and severally, shall also indemnify the Indemnified Parties from and against all costs and expenses, including reasonable attorneys’ fees, lawfully incurred in enforcing any obligations of the Authority under the Loan Documents, ATI under the Lease or any Guarantor under this Guaranty or any of the other Operative Documents. The obligations of the Guarantors under this Section shall survive the expiration or termination of the Lease and the termination of the Loan Documents and the Operative Documents and shall be in addition to any other rights, including without limitation, rights to indemnity which any Indemnified Party may have at law, in equity, by contract or otherwise. In the event any Indemnified Party seeks indemnification under this Section, such Indemnified Party will inform the Guarantors of a claim as soon as reasonably practicable after it receives notice of the claim, will permit the Guarantors to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and will cooperate as requested (at the expense of the Guarantors) in the defense of the claim. Notwithstanding anything to the Indemnitees collectively for each such claimcontrary in this Guaranty or any other Loan Document, investigation with respect to the Authority only, the Guarantors’ indemnification of the Authority hereunder shall in no event extend to any liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses to the extent that they result from the negligent, willful or proceedingwanton acts or omissions of the Authority and/or its employees or agents (other than the Guarantors and their respective affiliates in their capacity as agents of the Authority) .

Indemnification by the Guarantors. Notwithstanding any exceptions or exclusions with respect to the representations The Guarantors, jointly and warranties made by each of the Guarantors in Article IVseverally, the Guarantors shall indemnify the Administrative Agent, each Lender Secured Party and each Arranger Related Party thereof (each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, expenses (including the reasonable fees, charges and disbursements of any legal counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Sponsor or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document to which any Guarantor is a party or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of each Secured Party and its Related Parties only, the administration of this Agreement and the other Loan Documents to which any Guarantor is a party (including in respect of any matters addressed in Section 3.02) or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby or (ii) any Loan or the use of the proceeds therefromforegoing, whether based on contract, tort or any other theory theory, whether brought by a third party, by any Guarantor or by any director, shareholder or creditor of any Guarantor, and regardless of whether any Indemnitee is a party theretothereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents to which any Guarantor is a party is consummated, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and non‑appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee and or (B) the Guarantors shall have no obligation to any Indemnitee hereunder in connection with (x) any claim, litigation, investigation or proceeding between solely two or more Indemnitees (including any claim, litigation, investigation or proceeding between solely two or more parties to the Arranger Participation Agreement) except to the extent arising solely because of any Default result from a claim brought by any Guarantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Guarantor has obtained a final and (ynon‑appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.02(c), this Section 8.03(b) any waiver, release or settlement entered into by any Indemnitee without the prior written consent of the Guarantors solely to the extent such release admits criminal negligence or liability. Each Indemnitee agrees that it shall consult in good faith with the Guarantors not apply with respect to Taxes other than any waiverTaxes that represent losses, release claims, damages or settlement to be entered into by such Indemnitee during negotiation thereof and for which such Indemnitee seeks indemnification pursuant to this Section. Except with respect to liabilities arising from any non‑Tax claim, litigation, investigation or proceeding between two or more Indemnitees for which the Guarantors are required to indemnify pursuant to this Section, the Guarantors shall be obligated to pay only the reasonable fees and expenses of a single special New York counsel and any necessary single local counsel in Brazil to the Indemnitees collectively for each such claim, investigation or proceeding.

Indemnification by the Guarantors. Notwithstanding any exceptions or exclusions with respect to the representations and warranties made by each of the Guarantors in Article IV, the Guarantors Each Guarantor shall indemnify the Administrative Agent, each Lender and each Arranger (each such Person being called an "Indemnitee") Indemnitee against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, expenses (including the reasonable out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by either Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents, (ii) any Loan, Letter of Credit or Guaranteed Hedge Agreement or the use or proposed use of the proceeds therefrom (including WET Parent Guaranty any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party, or any Environmental Liability related in any way to any Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby or (ii) any Loan or the use of the proceeds therefromforegoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by either Borrower or any other Loan Party or any of such Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) the Guarantors shall have no obligation to any Indemnitee hereunder in connection with (x) any claim, litigation, investigation or proceeding between solely two or more Indemnitees (including any claim, litigation, investigation or proceeding between solely two or more parties to the Arranger Participation Agreement) except to the extent arising solely because of any Default by any Guarantor and (y) result from a claim brought by either Borrower or any waiverother Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, release if such Borrower or settlement entered into such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by any Indemnitee without a court of competent jurisdiction. The agreements in this Section shall survive the prior written consent resignation of the Guarantors solely to the extent such release admits criminal negligence or liability. Each Indemnitee agrees that it shall consult in good faith with the Guarantors with respect to any waiver, release or settlement to be entered into by such Indemnitee during negotiation thereof and for which such Indemnitee seeks indemnification pursuant to this Section. Except with respect to any claim, litigation, investigation or proceeding between two or more Indemnitees for which the Guarantors are required to indemnify pursuant to this SectionAdministrative Agent, the Guarantors shall be obligated to pay only replacement of any Lender, the reasonable fees expiration or cancellation of any Letter of Credit, the closing out and expenses termination of a single special New York counsel any Guaranteed Hedge Agreement and any necessary single local counsel in Brazil to the Indemnitees collectively for each such claimrepayment, investigation satisfaction or proceedingdischarge of all the Guaranteed Obligations.

Indemnification by the Guarantors. Notwithstanding any exceptions or exclusions with respect to the representations The Guarantors, jointly and warranties made by each of the Guarantors in Article IVseverally, the Guarantors shall indemnify the Administrative Agent, each Lender Secured Party and each Arranger Related Party thereof (each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, expenses (including the reasonable fees, charges and disbursements of any legal counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Sponsor or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document to which any Guarantor is a party or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of each Secured Party and its Related Parties only, the administration of this Agreement and the other Loan Documents to which any Guarantor is a party (including in respect of any matters addressed in Section 3.02) or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby or (ii) any Loan or the use of the proceeds therefromforegoing, whether based on contract, tort or any other theory theory, whether brought by a third party, by any Guarantor or by any director, shareholder or creditor of any Guarantor, and regardless of whether any Indemnitee is a party theretothereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents to which any Guarantor is a party is consummated, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that NYDOCS02/1024806.8-25- Midway - Guaranty such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and non‑appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee and or (B) the Guarantors shall have no obligation to any Indemnitee hereunder in connection with (x) any claim, litigation, investigation or proceeding between solely two or more Indemnitees (including any claim, litigation, investigation or proceeding between solely two or more parties to the Arranger Participation Agreement) except to the extent arising solely because of any Default result from a claim brought by any Guarantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Guarantor has obtained a final and (ynon‑appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.02(c), this Section 8.03(b) any waiver, release or settlement entered into by any Indemnitee without the prior written consent of the Guarantors solely to the extent such release admits criminal negligence or liability. Each Indemnitee agrees that it shall consult in good faith with the Guarantors not apply with respect to Taxes other than any waiverTaxes that represent losses, release claims, damages or settlement to be entered into by such Indemnitee during negotiation thereof and for which such Indemnitee seeks indemnification pursuant to this Section. Except with respect to liabilities arising from any non‑Tax claim, litigation, investigation or proceeding between two or more Indemnitees for which the Guarantors are required to indemnify pursuant to this Section, the Guarantors shall be obligated to pay only the reasonable fees and expenses of a single special New York counsel and any necessary single local counsel in Brazil to the Indemnitees collectively for each such claim, investigation or proceeding.