Common use of Indemnification by Xxxxxxxx Clause in Contracts

Indemnification by Xxxxxxxx. (a) To the fullest extent permitted by law, the Borrower agrees to indemnify, hold harmless and defend the Issuer, the program participants of the Issuer, the Trustee, Bondholders, Servicer, and Financial Monitor, and each of their respective officers, governing members, directors, officials, employees, attorneys and agents (collectively, the “Indemnified Parties”), against any and all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject under or any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to: (i) the Bonds, the Indenture, the Loan Agreement, the Regulatory Agreement, the Loan Documents or the Tax Certificate or the execution or amendment hereof or thereof or in connection with transactions contemplated hereby or thereby, including the issuance, sale or resale of the Bonds; (ii) any act or omission of the Borrower or any of its agents, contractors, servants, employees or licensees in connection with the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation or construction of, the Project or any part thereof; (iii) any lien or charge upon payments by the Borrower to the Issuer and the Trustee, Bondholders, Servicer, and Financial Monitor hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the Issuer or the Trustee, Bondholders, Servicer, and Financial Monitor in respect of any portion of the Project; (iv) any violation of any environmental regulations with respect to, or the release of any hazardous substances from, the Project or any part thereof; (v) the defeasance and/or redemption, in whole or in part, of the Bonds; (vi) any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in any offering statement or disclosure or continuing disclosure document for the Bonds or any of the documents relating to the Bonds, or any omission or alleged omission from any offering statement or disclosure or continuing disclosure document for the Bonds of any material fact necessary to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (vii) any declaration of taxability of interest on the Bonds, or allegations (or regulatory inquiry) that interest on the Bonds is taxable, for federal tax purposes; (viii) the Subordinate Loan Documents and/or the Partnership Agreement; and (ix) the Trustee’s, Bondholders’, Servicer’s, and Financial Monitor’s acceptance or administration of the trust of the Indenture, or the exercise or performance of any of its powers or duties thereunder or under any of the documents relating to the Bonds to which it is a party; except (a) in the case of the foregoing indemnification of the Trustee, Bondholders, Servicer, and Financial Monitor or any of its respective officers, members, directors, officials, employees, attorneys and agents, to the extent such damages are caused by the negligence or willful misconduct of such Indemnified Party; or (b) in the case of the foregoing indemnification of the Issuer or the program participants of the Issuer or any of their officers, members, directors, officials, employees, attorneys and agents, to the extent such damages are caused by the willful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party may only employ separate counsel at the expense of the Borrower if in the judgment of such Indemnified Party a conflict of interest exists by reason of common representation or if all parties commonly represented do not agree as to the action (or inaction) of counsel. In addition thereto, the Borrower will pay upon demand all of the fees and expenses paid or incurred by the Trustee, Bondholders, Servicer, and Financial Monitor and/or the Issuer in enforcing the provisions hereof, as more fully set forth in the Loan Agreement. (b) The rights of any persons to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant this Loan Agreement shall survive the final payment or defeasance of the Bonds and in the case of the Trustee, Bondholders, Servicer, and Financial Monitor any resignation or removal. The provisions of this Section shall survive the termination of this Loan Agreement.

Indemnification by Xxxxxxxx. (aExcept as set forth in Section 8.5(a)(i) To the fullest extent permitted by lawabove, the Borrower agrees to indemnifyLoan Parties, hold harmless jointly and defend the Issuerseverally, the program participants shall indemnify Agent, each Lender and each Related Party of the Issuer, the Trustee, Bondholders, ServicerAgent and each Lender (each such Person being called an “Indemnitee”) against, and Financial Monitorhold each Indemnitee harmless from, and each of their respective officers, governing members, directors, officials, employees, attorneys and agents (collectively, the “Indemnified Parties”), against any and all losses, claims, damages, claimsliabilities and related expenses (including the fees, actions, liabilities, costs charges and expenses disbursements of any conceivable naturecounsel for any Indemnitee), kind incurred by any Indemnitee or character (including, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or asserted against any of them, may become subject under or Indemnitee by any statutory law Person (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to: (i) the Bonds, the Indenture, the Loan Agreement, the Regulatory Agreement, the Loan Documents or the Tax Certificate or the execution or amendment hereof or thereof or in connection with transactions contemplated hereby or thereby, including the issuance, sale or resale of the Bonds; (ii) any act or omission of the Borrower or any of its agents, contractors, servants, employees or licensees in connection with the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation or construction of, the Project or any part thereof; (iii) any lien or charge upon payments by the Borrower to the Issuer and the Trustee, Bondholders, Servicerother Loan Party), and Financial Monitor hereunderin all cases, whether or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the Issuer not caused by or the Trustee, Bondholders, Servicer, and Financial Monitor in respect of any portion of the Project; (iv) any violation of any environmental regulations with respect to, or the release of any hazardous substances from, the Project or any part thereof; (v) the defeasance and/or redemptionarising, in whole or in part, out of the Bonds; comparative, contributory, or sole negligence of such Indemnitee, arising out of, in connection with, or as a result of (vii) the execution or delivery of this Agreement, any other Loan Document 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, (ii) the Term Loan or the use or proposed use of the proceeds therefrom, (iii) the SPAC Transaction, (iv) any untrue statement or misleading statement actual or alleged untrue statement presence or alleged misleading statement release of a material fact contained hazardous materials on or from any property owned or operated by any Loan Party, or any environmental liability related in any offering statement way to the Loan Parties, or disclosure (v) any actual or continuing disclosure document for the Bonds prospective claim, litigation, investigation or proceeding relating to any of the documents relating to the Bondsforegoing, whether based on contract, tort or any omission other theory, whether brought by a third party or alleged omission from by Xxxxxxxx, any offering statement or disclosure or continuing disclosure document for the Bonds of any material fact necessary to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (vii) any declaration of taxability of interest on the Bonds, or allegations (or regulatory inquiry) that interest on the Bonds is taxable, for federal tax purposes; (viii) the Subordinate other Loan Documents and/or the Partnership Agreement; and (ix) the Trustee’s, Bondholders’, Servicer’sParty, and Financial Monitor’s acceptance or administration regardless of the trust of the Indenture, or the exercise or performance of whether any of its powers or duties thereunder or under any of the documents relating to the Bonds to which it Indemnitee is a partyparty thereto; except (a) in the case of the foregoing indemnification of the Trusteeprovided, Bondholdersthat such indemnity shall not, Serviceras to such Indemnitee, and Financial Monitor or any of its respective officers, members, directors, officials, employees, attorneys and agents, be available to the extent that such damages losses, claims, damages, liabilities or related expenses are caused 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 Indemnified Party; or (b) in the case of the foregoing indemnification of the Issuer or the program participants of the Issuer or any of their officers, members, directors, officials, employees, attorneys and agents, to the extent such damages are caused by the willful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party may only employ separate counsel at the expense of the Borrower if in the judgment of such Indemnified Party a conflict of interest exists by reason of common representation or if all parties commonly represented do not agree as to the action (or inaction) of counsel. In addition thereto, the Borrower will pay upon demand all of the fees and expenses paid or incurred by the Trustee, Bondholders, Servicer, and Financial Monitor and/or the Issuer in enforcing the provisions hereof, as more fully set forth in the Loan AgreementIndemnitee. (b) The rights of any persons to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant this Loan Agreement shall survive the final payment or defeasance of the Bonds and in the case of the Trustee, Bondholders, Servicer, and Financial Monitor any resignation or removal. The provisions of this Section shall survive the termination of this Loan Agreement.

Indemnification by Xxxxxxxx. Borrower shall indemnify Administrative Agent (a) To the fullest extent permitted by lawand any sub-agent thereof), the Borrower agrees to indemnify, hold harmless each Lender and defend the L/C Issuer, the program participants of the Issuer, the Trustee, Bondholders, Servicer, and Financial Monitor, and each Related Party of their respective officersany of the foregoing Persons (each such Person being called an “Indemnitee”) against, governing membersand hold each Indemnitee harmless from, directors, officials, employees, attorneys and agents (collectively, the “Indemnified Parties”), against any and all losses, claims, damages, claimsliabilities and related expenses (including the fees, actions, liabilities, costs charges and expenses disbursements of any conceivable naturecounsel for any Indemnitee), kind actually incurred by any Indemnitee or character asserted against any Indemnitee by any Person (includingincluding Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Partiesconnection with, or any as a result of them, may become subject under or any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to: (i) the Bondsexecution or delivery of this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Indentureperformance by the parties hereto of their respective obligations hereunder or thereunder, the Loan Agreement, consummation of the Regulatory Agreement, the Loan Documents or the Tax Certificate or the execution or amendment hereof or thereof or in connection with transactions contemplated hereby or thereby, including or, in the issuancecase of Administrative Agent (and any sub-agent thereof) and its Related Parties only, sale or resale the administration of this Credit Agreement and the Bonds; other Loan Documents, (ii) any act Loan or omission Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by 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 Borrower or any of its agents, contractors, servants, employees or licensees in connection with the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation or construction of, the Project or any part thereof; (iii) any lien or charge upon payments by the Borrower to the Issuer and the Trustee, Bondholders, Servicer, and Financial Monitor hereunderSubsidiaries, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the Issuer Environmental Claim or the Trustee, Bondholders, Servicer, and Financial Monitor Environmental Liability related in respect of any portion way to any member of the Project; Consolidated Group, or (iv) any violation of any environmental regulations with respect toactual or prospective claim, litigation, investigation or the release of any hazardous substances from, the Project or any part thereof; (v) the defeasance and/or redemption, in whole or in part, of the Bonds; (vi) any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in any offering statement or disclosure or continuing disclosure document for the Bonds or proceeding relating to any of the documents relating to the Bondsforegoing, whether based on contract, tort or any omission other theory, whether brought by a third party or alleged omission from by any offering statement or disclosure or continuing disclosure document for the Bonds of any material fact necessary to be stated therein in order to make the statements made therein, in the light member of the circumstances under which they were made, not misleading; (vii) any declaration of taxability of interest on the Bonds, or allegations (or regulatory inquiry) that interest on the Bonds is taxable, for federal tax purposes; (viii) the Subordinate Loan Documents and/or the Partnership Agreement; and (ix) the Trustee’s, Bondholders’, Servicer’sConsolidated Group, and Financial Monitor’s acceptance or administration regardless of the trust of the Indenture, or the exercise or performance of whether any of its powers or duties thereunder or under any of the documents relating to the Bonds to which it Indemnitee is a partyparty thereto, 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; except (a) in the case of the foregoing indemnification of the Trusteeprovided that such indemnity shall not, Bondholdersas to any Indemnitee, Servicer, and Financial Monitor or any of its respective officers, members, directors, officials, employees, attorneys and agents, be available to the extent that such damages losses, claims, damages, liabilities or related expenses are caused determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party; or (bIndemnitee. Without limiting the provisions of Section 3.01(d), this Section 13.04(b) in the case of the foregoing indemnification of the Issuer or the program participants of the Issuer or any of their officers, members, directors, officials, employees, attorneys and agents, to the extent such damages are caused by the willful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indemnified Party shall not apply with respect to which indemnity may be sought hereunderTaxes other than any Taxes that represent losses, the Borrowerclaims, upon written notice damages, etc. arising from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party may only employ separate counsel at the expense of the Borrower if in the judgment of such Indemnified Party a conflict of interest exists by reason of common representation or if all parties commonly represented do not agree as to the action (or inaction) of counsel. In addition thereto, the Borrower will pay upon demand all of the fees and expenses paid or incurred by the Trustee, Bondholders, Servicer, and Financial Monitor and/or the Issuer in enforcing the provisions hereof, as more fully set forth in the Loan Agreementnon-Tax claim. (b) The rights of any persons to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant this Loan Agreement shall survive the final payment or defeasance of the Bonds and in the case of the Trustee, Bondholders, Servicer, and Financial Monitor any resignation or removal. The provisions of this Section shall survive the termination of this Loan Agreement.

Indemnification by Xxxxxxxx. (a) To the fullest extent permitted by law, the The Borrower hereby agrees to indemnify, hold harmless indemnify the P1 Intercreditor Agent and defend the Issuer, the program participants of the Issuer, the Trustee, Bondholders, Servicerits Related Parties (each such Person being called an “Indemnitee”) against, and Financial Monitorhold each Indemnitee harmless from, and each of their respective officers, governing members, directors, officials, employees, attorneys and agents (collectively, the “Indemnified Parties”), against any and all losses, claims, damages, claims, actions, liabilitiesliabilities and related expenses (including all reasonable fees, costs and expenses of counsel for any conceivable natureIndemnitee), kind incurred by any Indemnitee or character (includingasserted against any Indemnitee by any Person arising out of, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Partiesconnection with, or any of them, may become subject under or any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating toas a result of: (i) the Bondsexecution or delivery of this Agreement, any other Transaction Document, or any agreement or instrument contemplated hereby or thereby, the Indenture, performance by the Loan Agreement, the Regulatory Agreement, the Loan Documents parties hereto or thereto of their respective obligations hereunder or thereunder or the Tax Certificate or consummation of the execution or amendment hereof or thereof or in connection with transactions contemplated hereby or thereby, including or the issuance, sale administration (other than expenses that do not constitute out-of-pocket expenses) or resale of the Bondsenforcement thereof; (ii) any act Senior Secured Debt or omission the use or proposed use of the Borrower or proceeds therefrom (including any of its agentsrefusal by any Senior Secured Debt Holder to honor any demand for payment under any Senior Secured Debt Instrument, contractorsas applicable, servants, employees or licensees if the documents presented in connection with such demand do not strictly comply with the Project, the operation terms of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation or construction of, the Project or any part thereofapplicable Senior Secured Debt Instrument); (iii) any lien actual or charge upon payments alleged presence, Release or threatened Release of Hazardous Materials on, from or related to the Project that could reasonably result in an Environmental Claim related in any way to the Project, the Rio Grande Facility, the Land or any property owned or operated by the Borrower to Borrower, the Issuer and Administrator, the TrusteeCoordinator, Bondholders, Servicer, and Financial Monitor hereunderthe Operator or any RG Facility Entity, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the Issuer Environmental Affiliate or the Trustee, Bondholders, Servicer, and Financial Monitor any liability pursuant to an Environmental Law related in respect of any portion of way to the Project, the Rio Grande Facility, the Land, the Borrower, the Administrator, the Coordinator, the Operator or any RG Facility Entity; (iv) any violation actual or prospective claim (including Environmental Claims), litigation, investigation or proceeding relating to any of any environmental regulations with respect tothe foregoing, or the release of any hazardous substances fromwhether based on common law, the Project contract, tort or any part thereof; (v) other theory, whether brought by the defeasance and/or redemptionBorrower or any of the Borrower’s members, managers or creditors or by any other Person, and regardless of whether any Indemnitee is a party thereto and whether or not any of the transactions contemplated hereunder or under any other P1 Financing Documents is consummated, in all cases, whether or not caused by or arising, in whole or in part, out of the Bonds;comparative, contributory or sole negligence of the claiming Indemnitee; or (viv) any untrue statement claim, demand or misleading statement liability for broker’s or finder’s or placement fees or similar commissions, whether or not payable by the Borrower, alleged untrue statement to have been incurred in connection with such transactions, other than any broker’s or alleged misleading statement of a material fact contained in finder’s fees payable to Persons engaged by any offering statement Senior Secured Debt Holder or disclosure Affiliates or continuing disclosure document for the Bonds or Related Parties thereof; provided, that such indemnity shall not, as to any of the documents relating to the BondsIndemnitee, or any omission or alleged omission from any offering statement or disclosure or continuing disclosure document for the Bonds of any material fact necessary to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (vii) any declaration of taxability of interest on the Bonds, or allegations (or regulatory inquiry) that interest on the Bonds is taxable, for federal tax purposes; (viii) the Subordinate Loan Documents and/or the Partnership Agreement; and (ix) the Trustee’s, Bondholders’, Servicer’s, and Financial Monitor’s acceptance or administration of the trust of the Indenture, or the exercise or performance of any of its powers or duties thereunder or under any of the documents relating to the Bonds to which it is a party; except (a) in the case of the foregoing indemnification of the Trustee, Bondholders, Servicer, and Financial Monitor or any of its respective officers, members, directors, officials, employees, attorneys and agents, available to the extent that such damages losses, claims, damages, liabilities or related expenses are caused 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 Indemnified Party; or Indemnitee. (b) To the extent that the Borrower for any reason fails to pay in full any amount required under Section 8.7 or Section 8.10(a) above or any analogous costs and expenses or indemnification provisions of any P1 Financing Document to be paid by it to the P1 Intercreditor Agent or any Related Party thereof, each Senior Secured Debt Holder severally agrees to pay to the P1 Intercreditor Agent or such Related Party, as the case may be, the ratable share of such unpaid amount (determined as of the foregoing indemnification time that the applicable unreimbursed expense or indemnity payment is sought), based on the aggregate of the Issuer Senior Secured Debt Commitments of such Senior Secured Debt Holder to the amount of all Senior Secured Debt Commitments of all Senior Secured Debt Holders; provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the P1 Intercreditor Agent or the program participants applicable Related Party, in its capacity as such. The obligations of the Issuer Senior Secured Debt Holders to make payments pursuant to this Section 8.10(b) are several and not joint and shall survive the payment in full of the Senior Secured Obligations and the termination of this Agreement. The failure of any Senior Secured Debt Holder to make payments on any date required hereunder shall not relieve any other Senior Secured Debt Holder of its corresponding obligation to do so on such date, and no Senior Secured Debt Holder shall be responsible for the failure of any other Senior Secured Debt Holder to do so. (c) All amounts due under this Section 8.10 shall be payable promptly after demand therefor. (d) The Borrower agrees that, without the Indemnitee’s prior written consent, it will not settle, compromise or any of their officers, members, directors, officials, employees, attorneys and agents, consent to the extent such damages are caused entry of any judgment in any pending or threatened (in writing) claim, action or proceeding in respect of which indemnification could be sought by the willful misconduct or on behalf of such Indemnified PartyIndemnitee under this Section 8.10 (whether or not any Indemnitee is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of such Indemnitee from all liability arising out of such claim, action or proceeding. In the event that an Indemnitee is requested or required to appear as a witness in any action brought by or proceeding on behalf of or against the Borrower or any Affiliate thereof in which such Indemnitee is brought against any Indemnified Party with respect to which indemnity may be sought hereundernot named as a defendant, the Borrower, upon written notice from the Indemnified Party, shall assume the investigation Borrower agrees to reimburse such Indemnitee for all reasonable expenses incurred by it in connection with such Indemnitee appearing and defense thereofpreparing to appear as such a witness, including the employment reasonable and documented fees and disbursements of counsel selected by its legal counsel. In the Indemnified Party, and shall assume the payment case of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and claim brought against an Indemnitee for which the Borrower shall pay may be responsible under this Section 8.10, the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party may only employ separate counsel Indemnitee agrees (at the expense of the Borrower) to execute such instruments and documents and cooperate as reasonably requested by the Borrower if in connection with the judgment Borrower’s defense, settlement or compromise of such Indemnified Party a conflict of interest exists by reason of common representation claim, action or if all parties commonly represented do not agree as to the action (or inaction) of counsel. In addition thereto, the Borrower will pay upon demand all of the fees and expenses paid or incurred by the Trustee, Bondholders, Servicer, and Financial Monitor and/or the Issuer in enforcing the provisions hereof, as more fully set forth in the Loan Agreementproceeding. (b) The rights of any persons to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant this Loan Agreement shall survive the final payment or defeasance of the Bonds and in the case of the Trustee, Bondholders, Servicer, and Financial Monitor any resignation or removal. The provisions of this Section shall survive the termination of this Loan Agreement.

Indemnification by Xxxxxxxx. Borrower shall indemnify Administrative Agent (a) To the fullest extent permitted by lawand any sub-agent thereof), the Borrower agrees to indemnify, hold harmless and defend the Issuer, the program participants of the Issuer, the Trustee, Bondholders, Servicer, and Financial MonitorSole Lead Arranger, and each Lender, and each Related Party of their respective officersany of the foregoing Persons (each such Person being called an “Indemnitee”) against, governing membersand hold each Indemnitee harmless from, directors, officials, employees, attorneys and agents (collectively, the “Indemnified Parties”), against any and all losses, claims, damages, claimsliabilities and related expenses (including the reasonable and documented fees and disbursements of counsel for an Indemnitee in connection with the assertion of any claim, actionsloss, liabilitiesdemand, damages, penalties, liabilities or any investigative, administrative or judicial proceeding commenced or threatened, whether or not Administrative Agent, any Lender, or Sole Lead Arranger shall be designated a party thereto, court costs and expenses costs of appeal at all appellate levels, investigation and consultant fees and litigation expenses), incurred by any conceivable natureIndemnitee or asserted against any Indemnitee by any Person (including Borrower) arising out of, kind or character (including, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Partiesconnection with, or any as a result of them, may become subject under or any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to: (i) the Bondsexecution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Indenture, performance by the Loan Agreement, the Regulatory Agreement, the Loan Documents parties hereto of their respective obligations hereunder or thereunder or the Tax Certificate or consummation of the execution or amendment hereof or thereof or in connection with transactions contemplated hereby or thereby, including the issuance, sale or resale of the Bonds; (ii) any act Loan or omission the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower or any of its agentsSubsidiaries, contractorsor any Environmental Liability related in any way to Borrower or any of its Subsidiaries, servants, employees or licensees (iv) any claim by any Person (including any Broker) that such Person acted on behalf of Borrower in connection with the Project, the operation of the Projecttransactions contemplated herein, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation or construction of, the Project or any part thereof; (iii) any lien or charge upon payments by the Borrower to the Issuer and the Trustee, Bondholders, Servicer, and Financial Monitor hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the Issuer or the Trustee, Bondholders, Servicer, and Financial Monitor in respect of any portion of the Project; (iv) any violation of any environmental regulations with respect to, or the release of any hazardous substances from, the Project or any part thereof; (v) the defeasance and/or redemptionany actual claim, in whole litigation, investigation or in part, of the Bonds; (vi) any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in any offering statement or disclosure or continuing disclosure document for the Bonds or proceeding relating to any of the documents relating to the Bondsforegoing, whether based on contract, tort or any omission other theory, whether brought by a third party or alleged omission from any offering statement or disclosure or continuing disclosure document for the Bonds of any material fact necessary to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (vii) any declaration of taxability of interest on the Bonds, or allegations (or regulatory inquiry) that interest on the Bonds is taxable, for federal tax purposes; (viii) the Subordinate Loan Documents and/or the Partnership Agreement; and (ix) the Trustee’s, Bondholders’, Servicer’sby Xxxxxxxx, and Financial Monitor’s acceptance or administration regardless of the trust of the Indenture, or the exercise or performance of whether any of its powers or duties thereunder or under any of the documents relating to the Bonds to which it Indemnitee is a partyparty thereto; except (a) in the case of the foregoing indemnification of the Trusteeprovided that such indemnity shall not, Bondholdersas to any Indemnitee, Servicer, and Financial Monitor or any of its respective officers, members, directors, officials, employees, attorneys and agents, be available to the extent that such damages losses, claims, damages, liabilities or related expenses (x) are caused determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party; Indemnitee, (y) result from a claim brought by Xxxxxxxx against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Xxxxxxxx has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from a claim not involving an act or omission of Borrower and that is brought by an Indemnitee against another Indemnitee (other than against the arranger or Administrative Agent in their capacities as such). This clause (b) in the case of the foregoing indemnification of the Issuer or the program participants of the Issuer or any of their officers, members, directors, officials, employees, attorneys and agents, to the extent such damages are caused by the willful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indemnified Party shall not apply with respect to which indemnity may be sought hereunderTaxes other than any Taxes that represent losses, the Borrowerclaims, upon written notice damages, etc. arising from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party may only employ separate counsel at the expense of the Borrower if in the judgment of such Indemnified Party a conflict of interest exists by reason of common representation or if all parties commonly represented do not agree as to the action (or inaction) of counsel. In addition thereto, the Borrower will pay upon demand all of the fees and expenses paid or incurred by the Trustee, Bondholders, Servicer, and Financial Monitor and/or the Issuer in enforcing the provisions hereof, as more fully set forth in the Loan Agreementnon-Tax claim. (b) The rights of any persons to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant this Loan Agreement shall survive the final payment or defeasance of the Bonds and in the case of the Trustee, Bondholders, Servicer, and Financial Monitor any resignation or removal. The provisions of this Section shall survive the termination of this Loan Agreement.

Indemnification by Xxxxxxxx. ‌ (a) To the fullest extent permitted by law, the Borrower agrees to indemnify, hold harmless and defend the Issuer, the program participants of the Issuer, the Trustee, Bondholders, Servicer, and Financial Monitor, and each of their respective officers, governing members, directors, officials, employees, attorneys and agents (collectively, the “Indemnified Parties”), against any and all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject under or any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to: (i) the Bonds, the Indenture, the Loan Agreement, the Regulatory Agreement, the Loan Documents or the Tax Certificate or the execution or amendment hereof or thereof or in connection with transactions contemplated hereby or thereby, including the issuance, sale or resale of the Bonds; (ii) any act or omission of the Borrower or any of its agents, contractors, servants, employees or licensees in connection with the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation or construction of, the Project or any part thereof; (iii) any lien or charge upon payments by the Borrower to the Issuer and the Trustee, Bondholders, Servicer, and Financial Monitor hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the Issuer or the Trustee, Bondholders, Servicer, and Financial Monitor in respect of any portion of the Project; (iv) any violation of any environmental regulations with respect to, or the release of any hazardous substances from, the Project or any part thereof; (v) the defeasance and/or redemption, in whole or in part, of the Bonds; (vi) any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in any offering statement or disclosure or continuing disclosure document for the Bonds or any of the documents relating to the Bonds, or any omission or alleged omission from any offering statement or disclosure or continuing disclosure document for the Bonds of any material fact necessary to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (vii) any declaration of taxability of interest on the Bonds, or allegations (or regulatory inquiry) that interest on the Bonds is taxable, for federal tax purposes; (viii) the Subordinate Loan Documents and/or the Partnership Agreement; and (ix) the Trustee’s, Bondholders’, Servicer’s, and Financial Monitor’s acceptance or administration of the trust of the Indenture, or the exercise or performance of any of its powers or duties thereunder or under any of the documents relating to the Bonds to which it is a party; except (a) in the case of the foregoing indemnification of the Trustee, Bondholders, Servicer, and Financial Monitor or any of its respective officers, members, directors, officials, employees, attorneys and agents, to the extent such damages are caused by the negligence or willful misconduct of such Indemnified Party; or (b) in the case of the foregoing indemnification of the Issuer or the program participants of the Issuer or any of their officers, members, directors, officials, employees, attorneys and agents, to the extent such damages are caused by the willful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party may only employ separate counsel at the expense of the Borrower if in the judgment of such Indemnified Party a conflict of interest exists by reason of common representation or if all parties commonly represented do not agree as to the action (or inaction) of counsel. In addition thereto, the Borrower will pay upon demand all of the fees and expenses paid or incurred by the Trustee, Bondholders, Servicer, and Financial Monitor and/or the Issuer in enforcing the provisions hereof, as more fully set forth in the Loan Agreement. (b) The rights of any persons to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant this Loan Agreement shall survive the final payment or defeasance of the Bonds and in the case of the Trustee, Bondholders, Servicer, and Financial Monitor any resignation or removal. The provisions of this Section shall survive the termination of this Loan Agreement.

Indemnification by Xxxxxxxx. (a) To the fullest extent permitted by law, the Borrower agrees to indemnify, hold harmless and defend the Issuer, the program participants of the Issuer, the Trustee, Bondholders, Servicer, and Financial Monitor, and each of their respective officers, governing members, directors, officials, employees, attorneys and agents (collectively, the “Indemnified Parties”), against any and all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject under or any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to: (i) the Bonds, the Indenture, the Loan Agreement, the Regulatory Agreement, the Loan Documents or the Tax Certificate or the execution or amendment hereof or thereof or in connection with transactions contemplated hereby or thereby, including the issuance, sale or resale of the Bonds; (ii) any act or omission of the Borrower or any of its agents, contractors, servants, employees or licensees in connection with the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation or construction of, the Project or any part thereof; (iii) any lien or charge upon payments by the Borrower to the Issuer and the Trustee, Bondholders, Servicer, and Financial Monitor hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the Issuer or the Trustee, Bondholders, Servicer, and Financial Monitor in respect of any portion of the Project; (iv) any violation of any environmental regulations with respect to, or the release of any hazardous substances from, the Project or any part thereof; (v) the defeasance and/or redemption, in whole or in part, of the Bonds; (vi) any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in any offering statement or disclosure or continuing disclosure document for the Bonds or any of the documents relating to the Bonds, or any omission or alleged omission from any offering statement or disclosure or continuing disclosure document for the Bonds of any material fact necessary to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (vii) any declaration of taxability of interest on the Bonds, or allegations (or regulatory inquiry) that interest on the Bonds is taxable, for federal tax purposes; (viii) the Subordinate Loan Documents and/or the Partnership Agreement; and (ix) the Trustee’s, Bondholders’, Servicer’s, and Financial Monitor’s acceptance or administration of the trust of the Indenture, or the exercise or performance of any of its powers or duties thereunder or under any of the documents relating to the Bonds to which it is a party; except (a) in the case of the foregoing indemnification of the Trustee, Bondholders, Servicer, and Financial Monitor or any of its respective officers, members, directors, officials, employees, attorneys and agents, to the extent such damages are caused by the negligence or willful misconduct of such Indemnified Party; or (b) in the case of the foregoing indemnification of the Issuer or the program participants of the Issuer or any of their officers, members, directors, officials, employees, attorneys and agents, to the extent such damages are caused by the willful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party may only employ separate counsel at the expense of the Borrower if in the judgment of such Indemnified Party a conflict of interest exists by reason of common representation or if all parties commonly represented do not agree as to the action (or inaction) of counsel. In addition thereto, the Borrower will pay upon demand all of the fees and expenses paid or incurred by the Trustee, Bondholders, Servicer, and Financial Monitor and/or the Issuer in enforcing the provisions hereof, as more fully set forth in the Loan Agreement. (b) The rights of any persons to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant this Loan Agreement shall survive the final payment or defeasance of the Bonds and in the case of the Trustee, Bondholders, Servicer, and Financial Monitor any resignation or removal. The provisions of this Section shall survive the termination of this Loan Agreement.