Common use of Indemnification by the Guarantors Clause in Contracts

Indemnification by the Guarantors. The Guarantors, jointly and severally, shall indemnify, defend and hold harmless the Director, the Treasurer, the State, the Authority and the Trustee (including any member, officer, director or employee thereof) (collectively, the “Indemnified Parties”) against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against an Indemnified Party arising or resulting from, or in any way 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 in the performance of any obligation on any Guarantor’s or the Authority’s part to be performed, related to the issuance, sale and delivery of the Bonds, under the Loan Agreement, under the Trust Agreement, under the Lease or under any of the other Operative Documents; or (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 State Assistance, the State Loan, the LDI Loan or the Lease. In the event any action or proceeding is brought against any Indemnified Party by reason of any such claim, such Indemnified Party will promptly give written notice thereof to the Guarantors. Any Guarantor shall be entitled to participate at its own expense in the defense or, if it so elects, to assume at its own expense the defense of such claim, suit, action or proceeding, in which event such defense shall be conducted by counsel chosen by such Guarantor or Guarantors, and acceptable to the Director; but if such Guarantor or Guarantors shall elect not to assume such defense, such Guarantor or Guarantors shall 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 Guarantor, a new mutually agreeable counsel 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 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 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 contrary in this Guaranty or any other Loan Document, 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 wanton 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. The GuarantorsEach Guarantor shall indemnify each Indemnitee against, jointly and severally, shall indemnify, defend and hold each Indemnitee harmless the Directorfrom, the Treasurer, the State, the Authority and the Trustee (including any member, officer, director or employee thereof) (collectively, the “Indemnified Parties”) against any and all liabilities, obligationslosses, claims, damages, penalties, causes of action, costs liabilities and related expenses (includingincluding the reasonable out-of-pocket fees, without limitation, reasonable attorneys’ fees charges and expenses) imposed upondisbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against an Indemnified any Indemnitee by any third party or by either Borrower or any other Loan Party arising or resulting fromout of, in connection with, or in any way connected with as a result of (i) financingthe execution or delivery of this Guaranty, acquisitionany other Loan Document or any agreement or instrument contemplated hereby or thereby, construction, installation, operation, use the performance by the parties hereto or maintenance thereto of their respective obligations hereunder or thereunder or the consummation of the Projecttransactions 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 actLoan, failure 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 act 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 misrepresentation alleged presence or release of Hazardous Materials on or from any property owned or operated by any Guarantor in connection withLoan 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 any of the performance foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by either Borrower or any other Loan Party or any of any obligation on any Guarantorsuch Borrower’s or the Authoritysuch Loan Party’s part directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be performed, related available to the issuanceextent that such losses, sale claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and delivery nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Bonds, under the such Indemnitee or (y) result from a claim brought by either Borrower or any other Loan Agreement, under the Trust Agreement, under the Lease Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any of the other Operative Documents; or (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 State Assistance, the State Loan, the LDI Loan or the Lease. In the event any action or proceeding is brought against any Indemnified Party by reason of any such claim, such Indemnified Party will promptly give written notice thereof to the Guarantors. Any Guarantor shall be entitled to participate at its own expense in the defense orDocument, if it so elects, to assume at such Borrower or such Loan Party has obtained a final and nonappealable judgment in its own expense the defense of favor on such claim, suit, action or proceeding, in which event such defense shall be conducted by counsel chosen by such Guarantor or Guarantors, and acceptable to the Director; but if such Guarantor or Guarantors shall elect not to assume such defense, such Guarantor or Guarantors shall 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 claim as determined by a Guarantor, a new mutually agreeable counsel shall be retained at the expense court of such Guarantor. Each Indemnified Party agrees that the Guarantors shall have the sole right to compromise, settle or conclude any 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 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 actioncompetent jurisdiction. The Guarantors, jointly and severally, shall also indemnify the Indemnified Parties from and against all costs and expenses, including reasonable attorneys’ fees, lawfully incurred agreements 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 resignation of the Administrative Agent, the replacement of any Lender, the expiration or cancellation of any Letter of Credit, the closing out and termination of the Lease any Guaranteed Hedge Agreement and the termination repayment, satisfaction or discharge of all 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 contrary in this Guaranty or any other Loan Document, 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 wanton 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) Guaranteed Obligations.

Indemnification by the Guarantors. The Guarantors, jointly Notwithstanding any exceptions or exclusions with respect to the representations and severally, shall indemnify, defend and hold harmless warranties made by each of the DirectorGuarantors in Article IV, the TreasurerGuarantors shall indemnify the Administrative Agent, the Stateeach Lender and each Arranger (each such Person being called an "Indemnitee") against, the Authority and the Trustee (including any memberto hold each Indemnitee harmless from, officer, director or employee thereof) (collectively, the “Indemnified Parties”) against any and all liabilities, obligationslosses, claims, damages, penaltiesliabilities and related expenses, causes including the reasonable fees, charges and disbursements of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed uponany counsel for any Indemnitee, incurred by or asserted against an Indemnified Party any Indemnitee arising or resulting fromout of, or in any way 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 in 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 obligation on any Guarantor’s or the Authority’s part to be performed, related to the issuance, sale and delivery of the Bonds, under the Loan Agreement, under the Trust Agreement, under the Lease or under any of the other Operative Documents; or (iii) an act or failure to act or misrepresentation Default by any Guarantor and (y) any waiver, release or settlement entered into by any Indemnitee without the Authority 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 connection withgood faith with the Guarantors with respect to any waiver, release or in the performance of any obligation on any Guarantor’s, or the Authority’s part settlement to be performedentered into by such Indemnitee during negotiation thereof and for which such Indemnitee seeks indemnification pursuant to this Section. Except with respect to any claim, related tolitigation, investigation or proceeding between two or more Indemnitees for which the Guarantors are required to indemnify pursuant to this Section, the State Assistance, the State Loan, the LDI Loan or the Lease. In the event any action or proceeding is brought against any Indemnified Party by reason of any such claim, such Indemnified Party will promptly give written notice thereof to the Guarantors. Any Guarantor Guarantors shall be entitled obligated to participate at its own expense in the defense or, if it so elects, to assume at its own expense the defense of such claim, suit, action or proceeding, in which event such defense shall be conducted by counsel chosen by such Guarantor or Guarantors, and acceptable to the Director; but if such Guarantor or Guarantors shall elect not to assume such defense, such Guarantor or Guarantors shall reimburse such Indemnified Party for pay only the reasonable fees and expenses of a single special New York counsel and any necessary single local counsel retained by in Brazil to the Indemnitees collectively for each such Indemnified Party. If at any time the Indemnified Party becomes dissatisfied, in their reasonable discretion, with the selection of counsel by a Guarantor, a new mutually agreeable counsel 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 claim, suit, action investigation or proceeding against any of the Indemnified Parties. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ counsel in 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 contrary in this Guaranty or any other Loan Document, 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 wanton 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) proceeding.

Indemnification by the Guarantors. The Guarantors, jointly and severally, shall indemnifyindemnify each Secured Party and each Related Party thereof (each such Person being called an “Indemnitee”) against, defend and hold each Indemnitee harmless the Directorfrom, the Treasurer, the State, the Authority and the Trustee (including any member, officer, director or employee thereof) (collectively, the “Indemnified Parties”) against any and all liabilities, obligationslosses, claims, damages, penalties, causes of action, costs liabilities and related expenses (includingincluding the fees, without limitationcharges and disbursements of any legal counsel for any Indemnitee), reasonable attorneys’ and shall indemnify and hold harmless each Indemnitee from all fees and expenses) imposed upontime charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against an Indemnified Party arising or resulting from, or in any way connected with (i) financing, acquisition, construction, installation, operation, use or maintenance of the Project, (ii) any act, failure to act or misrepresentation Indemnitee by any Guarantor 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 performance 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 obligation matters addressed in Section 3.02) or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party, by any Guarantor or by any director, shareholder or creditor of any Guarantor’s , and regardless of whether any Indemnitee is a party thereto and whether or the Authority’s part to be performed, related to the issuance, sale and delivery not any of the Bonds, under the Loan Agreement, under the Trust Agreement, under the Lease transactions contemplated hereunder or under any of the other Operative DocumentsLoan 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 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 or (iiiB) an act or failure to act or misrepresentation result from a claim brought by any Guarantor or the Authority against an Indemnitee for breach 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 State Assistance, the State Loan, the LDI Loan or the Lease. In the event any action or proceeding is brought against any Indemnified Party by reason of any such claim, such Indemnified Party will promptly give written notice thereof to the Guarantors. Any Guarantor shall be entitled to participate at its own expense in the defense or, if it so elects, to assume at its own expense the defense bad faith of such claim, suit, action Indemnitee’s obligations hereunder or proceeding, in which event such defense shall be conducted by counsel chosen by such Guarantor or Guarantors, and acceptable to the Director; but if such Guarantor or Guarantors shall elect not to assume such defense, such Guarantor or Guarantors shall 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 Guarantor, a new mutually agreeable counsel 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 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 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 contrary in this Guaranty or any other Loan Document, if such Guarantor has obtained a final and non‑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) shall not apply with respect to the Authority only, the Guarantors’ indemnification of the Authority hereunder shall in no event extend to Taxes other than any liabilities, obligationsTaxes that represent losses, claims, damages, penalties, causes of action, costs and expenses to the extent that they result damages or liabilities arising from the negligent, willful or wanton 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) any non‑Tax claim.

Indemnification by the Guarantors. The Guarantors, jointly and severally, shall indemnifyindemnify each Secured Party and each Related Party thereof (each such Person being called an “Indemnitee”) against, defend and hold each Indemnitee harmless the Directorfrom, the Treasurer, the State, the Authority and the Trustee (including any member, officer, director or employee thereof) (collectively, the “Indemnified Parties”) against any and all liabilities, obligationslosses, claims, damages, penalties, causes of action, costs liabilities and related expenses (includingincluding the fees, without limitationcharges and disbursements of any legal counsel for any Indemnitee), reasonable attorneys’ and shall indemnify and hold harmless each Indemnitee from all fees and expenses) imposed upontime charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against an Indemnified Party arising or resulting from, or in any way connected with (i) financing, acquisition, construction, installation, operation, use or maintenance of the Project, (ii) any act, failure to act or misrepresentation Indemnitee by any Guarantor 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 performance 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 obligation matters addressed in Section 3.02) or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party, by any Guarantor or by any director, shareholder or creditor of any Guarantor’s , and regardless of whether any Indemnitee is a party thereto and whether or the Authority’s part to be performed, related to the issuance, sale and delivery not any of the Bonds, under the Loan Agreement, under the Trust Agreement, under the Lease transactions contemplated hereunder or under any of the other Operative DocumentsLoan 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 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 or (iiiB) an act or failure to act or misrepresentation result from a claim brought by any Guarantor or the Authority against an Indemnitee for breach 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 State Assistance, the State Loan, the LDI Loan or the Lease. In the event any action or proceeding is brought against any Indemnified Party by reason of any such claim, such Indemnified Party will promptly give written notice thereof to the Guarantors. Any Guarantor shall be entitled to participate at its own expense in the defense or, if it so elects, to assume at its own expense the defense bad faith of such claim, suit, action Indemnitee’s obligations hereunder or proceeding, in which event such defense shall be conducted by counsel chosen by such Guarantor or Guarantors, and acceptable to the Director; but if such Guarantor or Guarantors shall elect not to assume such defense, such Guarantor or Guarantors shall 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 Guarantor, a new mutually agreeable counsel 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 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 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 contrary in this Guaranty or any other Loan Document, if such Guarantor has obtained a final and non‑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) shall not apply with respect to the Authority only, the Guarantors’ indemnification of the Authority hereunder shall in no event extend to Taxes other than any liabilities, obligationsTaxes that represent losses, claims, damages, penalties, causes of action, costs and expenses to the extent that they result damages or liabilities arising from the negligent, willful or wanton 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) any non‑Tax claim.