Common use of Indemnification Covenants Clause in Contracts

Indemnification Covenants. (a) Except as provided in paragraph (b) below, the Sponsor shall indemnify and save the County, its past, present, and future employees, elected officials, officers and agents (each, an “Indemnified Party”) harmless against and from all claims by or on behalf of any person arising from the County’s execution of this Agreement, performance of the County’s obligations under this Agreement or the administration of its duties pursuant to this Agreement, or otherwise by virtue of the County having entered into this Agreement. If such a claim is made against any Indemnified Party, then subject to the provisions of (b) below, the Sponsor shall defend the Indemnified Party in any action or proceeding. This Section 3.11 shall survive any termination of this Fee Agreement. (b) Notwithstanding anything herein to the contrary, the Sponsor is not required to indemnify any Indemnified Party against any claim or liability (1) occasioned by the acts of that Indemnified Party, which are unrelated to the execution of this Agreement, performance of the County’s obligations under this Agreement, or the administration of its duties under this Agreement, or otherwise by virtue of the County having entered into this Agreement or; (2) resulting from that Indemnified Party’s own gross negligence, bad faith, fraud, deceit, or willful misconduct. (c) An Indemnified Party may not avail itself of the indemnification provided in this Section unless it provides the Sponsor with prompt notice, reasonable under the circumstances, of the existence or threat of any claim or liability, including, without limitation, copies of any citations, orders, fines, charges, remediation requests, or other claims or threats of claims, in order to afford the Sponsor notice, reasonable under the circumstances, within which to defend or otherwise respond to a claim. (d) Following this notice, the Sponsor shall resist or defend against any claim or demand, action or proceeding, at its expense, using counsel of its choice. The Sponsor is entitled to manage and control the defense of or response to any claim, charge, lawsuit, regulatory proceeding or other action, for itself and the Indemnified Party; provided the Sponsor is not entitled to settle any matter at the separate expense or liability of any Indemnified Party without the consent of that Indemnified Party. To the extent any Indemnified Party desires to use separate counsel for any reason, other than a conflict of interest, that Indemnified Party is responsible for its independent legal fees.

Indemnification Covenants. (a) Except as provided Notwithstanding any other provisions in paragraph this Agreement or in any other agreements between the Company and the County, (ba) below, the Sponsor Company shall agree to indemnify and save the County, its past, present, and future employeesCouncil members, elected officials, officers officers, employees, servants and agents (eachcollectively, an the “Indemnified PartyParties”) ), harmless against and from all claims brought against the Indemnified Parties by or on behalf of any third party person, firm or corporation arising from the conduct or management of, or from any work or thing done on the Expansion Project during the Term, and, the Company further, shall indemnify and save the Indemnified Parties harmless against and from all claims brought against the Indemnified Parties arising during the Term from (i) any condition of the Expansion Project, (ii) any breach or default on the part of the Company in the performance of any of its obligations under this Agreement, (iii) any act of negligence of the Company, or of any agents, contractors, servants, employees or licensees, (iv) except in such cases where the County has released the Company pursuant to Section 6.01 hereof, any act of negligence of any assignee or lessee of the Company, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of Company, (v) any environmental violation, condition, or effect. The Company shall indemnify and save the Indemnified Parties harmless from and against all reasonable costs and expenses incurred by the Indemnified Parties in connection with defending against any such claim arising as aforesaid or in connection with defending against any action or proceeding brought thereon, and upon notice from the Indemnified Parties, the Company shall defend it in any such action, prosecution or proceeding. (b) Notwithstanding the fact that it is the intention of the parties that the Indemnified Parties shall not incur pecuniary liability during the Term of the Project by reason of the terms of this Agreement, or the undertakings required of the County hereunder, by reason of the granting of the Negotiated FILOT, by reason of the execution of this Agreement, by reason of the performance of any act requested of it by the Company, or by reason of the operation of the Expansion Project by the Company, nevertheless, if the County, its agents, officers or employees should incur any such pecuniary liability during the Term of this Agreement, then in such event the Company shall indemnify and hold them harmless against all claims by or on behalf of any person third party person, firm or corporation, arising from the County’s execution of this Agreement, performance out of the County’s obligations under this Agreement or the administration of its duties pursuant to this Agreementsame, or otherwise by virtue of the County having entered into this Agreement. If such a claim is made and all reasonable costs and expenses incurred in connection with defending against any Indemnified Partysuch claim or in connection with defending against any such action or proceeding brought thereon, then subject to the provisions of (b) belowand upon reasonable notice, the Sponsor Company shall defend the Indemnified Party them in any such action or proceeding. This Section 3.11 shall survive any termination of this Fee Agreement. (b) Notwithstanding anything herein to the contrary, the Sponsor is not required to indemnify any Indemnified Party against any claim or liability (1) occasioned by the acts of that Indemnified Party, which are unrelated to the execution of this Agreement, performance of the County’s obligations under this Agreement, or the administration of its duties under this Agreement, or otherwise by virtue of the County having entered into this Agreement or; (2) resulting from that Indemnified Party’s own gross negligence, bad faith, fraud, deceit, or willful misconduct. (c) An Indemnified Party may not avail itself The above-referenced indemnification covenants shall be considered included in and incorporated by reference in subsequent documents after the delivery of this Agreement which the County is requested to sign on behalf of the Company, if any, with respect to the Expansion Project, and any other indemnification provided covenants in this Section unless it provides any such subsequent documents shall not be construed to reduce or limit the Sponsor with prompt notice, reasonable under the circumstances, of the existence or threat of any claim or liability, including, without limitation, copies of any citations, orders, fines, charges, remediation requests, or other claims or threats of claims, in order to afford the Sponsor notice, reasonable under the circumstances, within which to defend or otherwise respond to a claimabove indemnification covenants. (d) Following No termination of this notice, Agreement pursuant to any provision elsewhere in this Agreement shall relieve the Sponsor shall resist or defend against any claim or demand, action or proceeding, at its expense, using counsel Company of its choice. The Sponsor is entitled duties and obligations to manage make the payments required by this Section 4.03, all of which duties and control the defense of or response to obligations shall survive any claim, charge, lawsuit, regulatory proceeding or other action, for itself and the Indemnified Party; provided the Sponsor is not entitled to settle any matter at the separate expense or liability of any Indemnified Party without the consent of that Indemnified Party. To the extent any Indemnified Party desires to use separate counsel for any reason, other than a conflict of interest, that Indemnified Party is responsible for its independent legal feessuch termination.

Indemnification Covenants. (a) Except as provided in paragraph (b) below, the Sponsor shall The Company agrees to and does hereby indemnify and save the Countyhold harmless Indemnified Parties against any and all losses, its pastclaims, presentdamages or liabilities (including all costs, expenses and future employees, elected officials, officers and agents (each, an “Indemnified Party”reasonable counsel fees incurred in investigating or defending such claim) harmless against and from all claims suffered by or on behalf of any person arising from the County’s execution of this Agreement, performance of the County’s obligations under this Agreement Indemnified Parties and caused by, relating to, arising out of, resulting from, or in any way connected with (i) the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Projects or any part thereof including the payment of rebate to the federal government; or (ii) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority of its duties pursuant to this Agreement, under the Trust Indenture (other than those caused by the gross negligence or otherwise by virtue willful misconduct of the County having entered into this AgreementAuthority); or (v) the acceptance or administration or performance by the Trustee of its duties under the Trust Indenture (other than those caused by the negligence or willful misconduct of the Trustee). If In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such a claim Indemnified Party shall promptly notify the Company in writing, and except where the Company is made against any the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, then subject the payment of all costs and expenses and the right to negotiate and consent to settlement. Any one or more of the provisions Indemnified Parties shall have the right to employ separate counsel at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of (b) belowthe Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the Company’s consent, but if settled with the consent of the Company, or if there is a final judgment for the claimant on any such action, the Sponsor shall defend Company agrees to indemnify and hold harmless the Indemnified Party in Parties from and against any action loss or proceeding. This Section 3.11 shall survive any termination liability by reason of this Fee Agreementsuch settlement of judgment. (b) Notwithstanding anything herein The Company agrees to and does hereby indemnify and hold harmless the Indemnified Parties against any and all losses, claims, damages or liabilities (including all costs, expenses, and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties and caused by relating to, arising out of, resulting from, or in any way connected to an examination, investigation or audit of the Bonds by the Internal Revenue Service (the “IRS”). In the event of such examination, investigation or audit, the Indemnified Parties shall have the right to employ counsel at the Company’s expense. In such event, the Company shall assume the primary role in responding to and negotiating with the IRS, but shall inform the Indemnified Parties of the status of the investigation. In the event the Company fails to respond adequately and promptly to the contraryIRS, the Sponsor is not required Authority shall have the right to indemnify any Indemnified Party against any claim or liability (1) occasioned by assume the acts of that Indemnified Partyprimary role in responding to and negotiating with the IRS and shall have the right to enter into a closing agreement, for which are unrelated to the execution of this Agreement, performance of the County’s obligations under this Agreement, or the administration of its duties under this Agreement, or otherwise by virtue of the County having entered into this Agreement or; (2) resulting from that Indemnified Party’s own gross negligence, bad faith, fraud, deceit, or willful misconductCompany shall be liable. (c) An Indemnified Party Notwithstanding anything in this Agreement to the contrary which may not avail itself limit recourse to the Company or may otherwise purport to limit the Company’s liability, the provisions of this Section shall control the Company’s obligations and shall survive repayment of the indemnification provided in this Section unless it provides the Sponsor with prompt notice, reasonable under the circumstances, of the existence or threat of any claim or liability, including, without limitation, copies of any citations, orders, fines, charges, remediation requests, or other claims or threats of claims, in order to afford the Sponsor notice, reasonable under the circumstances, within which to defend or otherwise respond to a claimBonds. (d) Following this notice, the Sponsor shall resist or defend against any claim or demand, action or proceeding, at its expense, using counsel of its choice. The Sponsor is entitled to manage and control the defense of or response to any claim, charge, lawsuit, regulatory proceeding or other action, for itself and the Indemnified Party; provided the Sponsor is not entitled to settle any matter at the separate expense or liability of any Indemnified Party without the consent of that Indemnified Party. To the extent any Indemnified Party desires to use separate counsel for any reason, other than a conflict of interest, that Indemnified Party is responsible for its independent legal fees.

Indemnification Covenants. (a) Except as provided The Borrower agrees to protect, defend and hold harmless the Trustee and the Issuer and their respective directors, agents, officers, members and employees (each an "Indemnified Party") from and against any claim, demand, suit, action, liability, loss, damage, fine, penalty or expense (including out-of-pocket and incidental expenses and legal fees) or other proceeding whatsoever by any Person, including any violation or breach of any Environmental Law by the Borrower, or any Environmental Claim arising out of the management, use, control, ownership or operation of the Facility (collectively, "Losses") imposed on, incurred by or asserted against the Borrower, arising or purportedly arising from or in paragraph (b) belowconnection with the Financing Documents, the Sponsor shall Indenture, the Bonds, or the transactions contemplated by or actions taken under any thereof, or, with respect to the Trustee, for following any instructions or other directions upon which the Trustee is authorized to rely pursuant to the terms of the Indenture, the Bonds or the financing Documents, except for any bad faith, willful misconduct, material misrepresentation or gross negligence on the part of the Indemnified Party. The Borrower agrees to indemnify and save hold the CountyTrustee and its directors, its pastofficers, presentagents and employees (collectively, the "Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and future employeesexpenses, elected officialsincluding out-of-pocket and incidental expenses and legal fees ("Losses") that may be imposed on, officers and agents (eachincurred by, an “Indemnified Party”) harmless against and from all claims by or on behalf asserted against, the Indemnitees or any of them for following any person arising from instructions or other directions upon which the County’s execution of this Agreement, performance Trustee is authorized to rely pursuant to the terms of the County’s obligations under this Agreement Indenture, the Bonds or the administration of its duties pursuant to this Agreement, or otherwise by virtue of the County having entered into this Agreement. If such a claim is made against any Indemnified Party, then subject to the provisions of (b) below, the Sponsor shall defend the Indemnified Party in any action or proceeding. This Section 3.11 shall survive any termination of this Fee AgreementFinancing Documents. (b) Notwithstanding anything herein The Borrower releases each Indemnified Party from, agrees that each Indemnified Party shall not be liable for, and agrees to hold each Indemnified Party harmless against any damages or reasonable expenses, including (subject to subparagraph (d) of this Section) reasonable charges of counsel, incurred because of any investigation, review or lawsuit commenced by any Person other than the Borrower with respect to the contraryFinancing Documents, the Sponsor is not required to indemnify any Indemnified Party against any claim or liability (1) occasioned by Indenture, the acts of that Indemnified Party, which are unrelated to the execution of this Agreement, performance of the County’s obligations under this Agreement, Bonds or the administration of its duties under this AgreementFacility, or otherwise by virtue of the County having entered into this Agreement or; (2) resulting from that Indemnified Party’s own gross negligence, except for any bad faith, fraud, deceit, or willful misconduct, material misrepresentation or gross negligence on the part of the Indemnified Party. (c) An Indemnified Party may not avail itself All covenants, stipulations, promises, agreements and obligations of the indemnification provided in this Section unless it provides Issuer contained herein shall be deemed to be the Sponsor with prompt noticecovenants, reasonable under the circumstancesstipulations, promises, agreements and obligations of the existence or threat Issuer and not of any member, officer or employee of the Issuer in his or her individual capacity, and no recourse shall be had for the payment of the Loan or the Bonds or for any claim based thereon or liabilityhereunder against any member, including, without limitation, copies officer or employee of the Issuer or the Trustee or any citations, orders, fines, charges, remediation requests, or other claims or threats of claims, in order to afford natural person executing the Sponsor notice, reasonable under the circumstances, within which to defend or otherwise respond to a claimBonds. (d) Following this notice, the Sponsor In case any action shall resist be brought against one or defend against any claim or demand, action or proceeding, at its expense, using counsel more of its choice. The Sponsor is entitled to manage and control the defense of or response to any claim, charge, lawsuit, regulatory proceeding or other action, for itself and the Indemnified Party; provided Parties based upon any of the Sponsor is above and in respect of which indemnity may be sought against the Borrower, such Indemnified Party shall notify the Borrower in writing, enclosing a copy of all papers served, but the omission so to notify the Borrower of any such action shall not entitled relieve it of any liability which it may have to settle any matter at the separate expense or liability of any Indemnified Party without the consent of that Indemnified Party. To the extent any Indemnified Party desires to use separate counsel for any reason, other than a conflict of interest, that Indemnified Party is responsible for its independent legal fees.under this Section 5.5. In case

Indemnification Covenants. (aA) Except as provided The Guarantor agrees to protect, defend and hold harmless the Authority and its officers, members, directors, agents, servants and employees (each an "Indemnified Party") from any claim, demand, suit or action or other proceeding whatsoever by any person or entity whatsoever, arising or purportedly arising from or in paragraph connection with the Guaranty or the transactions contemplated thereby or actions taken thereunder, except for any bad faith, willful misconduct material misrepresentation or gross negligence on the part of the Indemnified Party. (bB) belowAll covenants, stipulations, promises, agreements and obligations of the Sponsor Authority contained herein shall indemnify be deemed to be the covenants, stipulations, promises, agreements and save obligations of the CountyAuthority and not of any member, its pastofficer, presentdirector, agent or employee of the Authority in his or her individual capacity, and future employeesno recourse shall be had for the payment of any claim based thereon or hereunder against any member, elected officials, officers and agents officer or employee of the Authority or any natural person executing the 1998 Bonds. (each, an “C) In case any action shall be brought against one or more of the Indemnified Party”) harmless 's based upon any of the above and in respect of which indemnity may be sought against and from the Guarantor, such Indemnified Party shall notify the Guarantor in writing, enclosing a copy of all claims by or on behalf papers served, but the omission so to notify the Guarantor of any person arising from the County’s execution such action shall not relieve it of this Agreement, performance of the County’s obligations any liability which it may have to any Indemnified Party other than under this Agreement or the administration of its duties pursuant to this Agreement, or otherwise by virtue of the County having entered into this AgreementSection 2.6. If In case any such a claim is made action shall be brought against any Indemnified Party and it shall notify the Guarantor and the Borrower of the commencement thereof, the Guarantor shall be entitled to participate in and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such Indemnified Party, then subject and after notice from the Guarantor to such Indemnified Party of the provisions Guarantor's election so to assume the defense thereof the Guarantor shall not be liable to such Indemnified Party for any legal or other expenses, other than reasonable costs of investigation subsequently incurred by such Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ its own counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (bi) belowthe employment of counsel by such Indemnified Party has been authorized by the Guarantor, (ii) the Sponsor Indemnified Party shall defend have reasonably concluded that there may be a conflict of interest between the Borrower and/or Guarantor and the Indemnified Party in any the conduct or the defense of such action (in which case the Guarantor shall not have the right to direct the defense of such action on behalf of the Indemnified Party), or proceeding. This Section 3.11 (iii) the Guarantor shall survive any termination not in fact have employed counsel satisfactory to the Indemnified Party to assume the defense of this Fee Agreementsuch action. (bD) Notwithstanding anything herein The Guarantor also agrees to the contrary, the Sponsor is not required to indemnify any Indemnified Party against any claim or liability (1) occasioned by the acts of that Indemnified Party, which are unrelated to the execution of this Agreement, performance pay all reasonable and necessary out-of-pocket expenses of the County’s obligations under this Agreement, or Authority (including reasonable charges of counsel) in connection with the administration of its duties under this Agreement, or otherwise by virtue of Guaranty and the County having entered into this Agreement or; (2) resulting from that Indemnified Party’s own gross negligence, bad faith, fraud, deceit, or willful misconduct. (c) An Indemnified Party may not avail itself of the indemnification provided in this Section unless it provides the Sponsor with prompt notice, reasonable under the circumstances, of the existence or threat enforcement of any claim or liabilityrights hereunder, including, without limitation, copies any fees, charges and expenses (including reasonable charges of any citations, orders, fines, charges, remediation requests, or other claims or threats of claims, in order to afford the Sponsor notice, reasonable under the circumstances, within which to defend or otherwise respond to a claimcounsel). (dE) Following The obligations of the Guarantor under this noticesection shall survive the termination of this Guaranty. This section is not for the benefit of any person not an Indemnified Party, and no waiver of the Sponsor shall resist or defend against any claim or demand, action or proceeding, at its expense, using counsel of its choice. The Sponsor is entitled to manage and control the defense of or response to any claim, charge, lawsuit, regulatory proceeding Maine Tort Claims Act or other action, for itself and the Indemnified Party; provided the Sponsor applicable law is not entitled to settle any matter at the separate expense or liability of any Indemnified Party without the consent of that Indemnified Party. To the extent any Indemnified Party desires to use separate counsel for any reason, other than a conflict of interest, that Indemnified Party is responsible for its independent legal feesintended.

Indemnification Covenants. (a) Except as provided Indemnity by the Owner. The Owner, subject to the limitations set forth in paragraph (b) belowSection 10.2, covenants and agrees that he will indemnify and hold harmless WCI, the Sponsor shall indemnify Surviving Corporation and save the County, its past, present, and future employees, elected officialstheir respective directors, officers and agents and their respective successors and assigns (eachcollectively the "WCI Indemnities"), an “Indemnified Party”) harmless against from and from all claims by or on behalf of any person arising from after the County’s execution date of this Agreement, performance of the County’s obligations under this Agreement or the administration of its duties pursuant to this Agreement, or otherwise by virtue of the County having entered into this Agreement. If such a claim is made against any Indemnified Partyand all losses, then subject to the provisions of damages, assessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs and expenses (b) belowincluding specifically, the Sponsor shall defend the Indemnified Party in any action or proceeding. This Section 3.11 shall survive any termination of this Fee Agreement. (b) Notwithstanding anything herein to the contrary, the Sponsor is not required to indemnify any Indemnified Party against any claim or liability (1) occasioned by the acts of that Indemnified Party, which are unrelated to the execution of this Agreement, performance of the County’s obligations under this Agreement, or the administration of its duties under this Agreement, or otherwise by virtue of the County having entered into this Agreement or; (2) resulting from that Indemnified Party’s own gross negligence, bad faith, fraud, deceit, or willful misconduct. (c) An Indemnified Party may not avail itself of the indemnification provided in this Section unless it provides the Sponsor with prompt noticebut without limitation, reasonable under the circumstances, attorneys' fees and expenses of the existence or threat of any claim or liabilityinvestigation), including, without limitation, copies any ENVIRONMENTAL SITE LOSSES (as defined in Section 10.1(a)(ii)) resulting from activities prior to the Effective Time (but not necessarily identified or determined prior to the Effective Time), identified by a WCI Indemnitee in a Claims Notice (as defined in Section 10.3(a)), or asserted by a WCI Indemnitee in litigation commenced against the Owner provided that in either case any such Claims Notice shall be given or the litigation commenced prior to the expiration of the applicable period set forth in Section 10.2(c) (irrespective of the date of discovery), with respect to each of the following contingencies (all, the "10.1 (a) Indemnity Events"): (i) Any misrepresentation, breach of warranty, or nonfulfillment of any citationsagreement or covenant on the part of the Owner, Ralner, the Partnerships or the Corporation pursuant to the terms of this Agreement or any misrepresentation (ii) Any Environmental Site Losses in excess of the amount of liability with respect thereto, if any, set forth on Schedule 3.8(b) arising from the design, development, construction, installation or operation of any " ENVIRONMENTAL SITE" (as hereinafter defined) during any period on or prior to the Closing Date but only to the extent the Environmental Site Loss resulted from a failure to comply with applicable laws, rules, regulations, ordinances, building codes, permits, licenses, franchises, municipal service contracts, judgments, orders, finesinjunctions or decrees. As used in this Agreement, charges"ENVIRONMENTAL SITE" shall mean any Facility, remediation requestsany UST and any other waste storage, processing, treatment or disposal facility, and any other business site or any other real property owned, leased, controlled or operated by a Selling Entity or by any predecessor thereof on or prior to the Closing Date. As used in this Agreement, "ENVIRONMENTAL SITE LOSSES" shall mean any and all losses, damages (including exemplary damages and penalties), liabilities, claims, deficiencies, costs, expenses, and expenditures (including, without limitation, expenses in connection with site evaluations, risk assessments and feasibility studies) arising out of or required by an interim or final judicial or administrative decree, judgment, injunction, mandate, interim or final permit condition or restriction, cease and desist order, abatement order, compliance order, consent order, clean-up order, exhumation order, reclamation order or any other remedial action that is required to be undertaken under federal, state or local law in respect of operating activities prior to the Closing Date on or affecting any Environmental Site, including, but not limited to (x) any actual or alleged violation of any Environmental Law or any other law or regulation respecting the protection of the air, water and land prior to the Closing Date and (y) any remedies or violations, whether by a private or public action, alleged or sought to be assessed as a consequence, directly or indirectly, of any "RELEASE" (as defined below) of pollutants (including odors) or Hazardous Substances from any Environmental Site resulting from activities thereat prior to the Closing Date, whether such Release is into the air, water (including groundwater) or land and, in the case of any Release caused by defective design, development, construction or operation of an Environmental Site, or other claims circumstance within the control of the Owner or threats of claimsthe Partnerships, in order whether such Release arose before, during or after the Closing Date from activities thereat prior to afford the Sponsor notice, reasonable under the circumstances, within which to defend or otherwise respond to a claim. (d) Following this notice, the Sponsor shall resist or defend against any claim or demand, action or proceeding, at its expense, using counsel of its choiceClosing Date. The Sponsor is entitled term "ENVIRONMENTAL SITE LOSSES" shall not include any losses or deficiencies relating to manage and control the defense inefficiency or lack of optimal use, design or response to any claim, charge, lawsuit, regulatory proceeding or other action, for itself and the Indemnified Party; provided the Sponsor is not entitled to settle any matter at the separate expense or liability function of any Indemnified Party without Environmental Site. The term "RELEASE" as used herein means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the consent ambient environment. Notwithstanding anything in this paragraph to the contrary, it is specifically understood and agreed that a Release composed solely of that Indemnified Party. To the extent any Indemnified Party desires to use separate counsel for any reason, other than a conflict of interest, that Indemnified Party is responsible for its independent legal fees.Hazardous Substances contained in mixed municipal solid

Indemnification Covenants. (a) Except as provided in paragraph (b) belowVVI shall indemnify, defend and hold harmless the Sponsor shall indemnify and save the County, its past, presentMW Group, and future their respective officers, directors, employees, elected officialsagents, officers representatives, successors and agents assigns (eachcollectively, an “Indemnified Party”"MW Indemnitees") harmless from and against all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and from expenses, including, without limitation, reasonable fees and disbursements of counsel and witness fees, (collectively, "MW Claims") which are sustained or incurred by such Person as a result of, or arising out of or by virtue of: (i) the failure of VVI to comply in all claims material respects with, or the material breach by or on behalf VVI of any person arising from representation or warranty of VVI or of any of the County’s execution material covenants of this AgreementAgreement or the Related Agreements to be performed by VVI (including, performance without limitation, this paragraph 23); (ii) product liability claims relating to any Product purchased by a viewer or customer from VVI, other than Products sold by MW to VVI which were defective or dangerous at the time of delivery to VVI or, if the Product was drop-shipped directly to the customer by MW, delivery to the customer; (iii) material dilution, disparagement, or loss of good will to any of the County’s Marks as a result of VVI's material breach of the Restated Servicemark License Agreement; or (iv) VVI's failure to comply in all material respects with all applicable laws and regulations materially affecting the performance by VVI of its obligations under this Agreement and the Related Agreements; provided, however, that this paragraph (iv) shall not apply with respect to the Receivables Sale and Purchase Agreement to the extent it would, but for this proviso, apply to the legality of the proposed use of the Card or the administration of its duties pursuant to this Revolving Charge Plan (as defined in the Receivables Sale and Purchase Agreement, or otherwise by virtue of ) in accordance with the County having entered into this Agreement. If such a claim is made against any Indemnified Party, then subject to the provisions of (b) below, the Sponsor shall defend the Indemnified Party in any action or proceeding. This Section 3.11 shall survive any termination of this Fee Restated Receivables Sale and Purchase Agreement. (b) Notwithstanding anything herein in this Agreement to the contrary, the Sponsor is not required VVI shall be liable to indemnify any Indemnified Party against any claim or liability (1) occasioned by the acts MW Indemnitees only if the aggregate amount of that Indemnified PartyMW Claims exceeds $100,000, in which are unrelated event MW shall be entitled to the execution of this Agreement, performance of the County’s obligations under this Agreement, or the administration of its duties under this Agreement, or otherwise by virtue of the County having entered into this Agreement or; (2) resulting from that Indemnified Party’s own gross negligence, bad faith, fraud, deceit, or willful misconductindemnification for all MW Claims. (c) An Indemnified Party may not avail itself of the The indemnification covenants provided in this Section unless it provides paragraph 23 shall survive the Sponsor termination of this Agreement until two years after the termination hereof, except with prompt notice, reasonable under the circumstances, of the existence or threat of any claim or liability, including, without limitation, copies of any citations, orders, fines, charges, remediation requests, respect to claims made by governmental entities or other claims or threats of claimsthird parties, in order with respect to afford which the Sponsor notice, reasonable under indemnification covenants shall survive until four years after the circumstances, within termination hereof. Any indemnification claim which to defend or otherwise respond to a claimis asserted by an MW Indemnitee during the applicable survival period shall survive until the final disposition thereof. (d) Following this notice, the Sponsor shall resist or defend against any claim or demand, action or proceeding, at its expense, using counsel of its choice. The Sponsor is entitled to manage and control the defense of or response to any claim, charge, lawsuit, regulatory proceeding or other action, for itself and the Indemnified Party; provided the Sponsor is not entitled to settle any matter at the separate expense or liability of any Indemnified Party without the consent of that Indemnified Party. To the extent any Indemnified Party desires to use separate counsel for any reason, other than a conflict of interest, that Indemnified Party is responsible for its independent legal fees.

Indemnification Covenants. (aA) Except as provided The Guarantor agrees to protect, defend and hold harmless the Authority and its officers, members, directors, agents, servants and employees (each an "Indemnified Party") from any claim, demand, suit or action or other proceeding whatsoever by any person or entity whatsoever, arising or purportedly arising from or in paragraph connection with the Guaranty or the transactions contemplated thereby or actions taken thereunder, except for any bad faith, willful misconduct material misrepresentation or gross negligence on the part of the Indemnified Party. (bB) belowAll covenants, stipulations, promises, agreements and obligations of the Sponsor Authority contained herein shall indemnify be deemed to be the covenants, stipulations, promises, agreements and save obligations of the CountyAuthority and not of any member, its pastofficer, presentdirector, agent or employee of the Authority in his or her individual capacity, and future employeesno recourse shall be had for the payment of any claim based thereon or hereunder against any member, elected officials, officers and agents officer or employee of the Authority or any natural person executing the 1998 Bonds. (each, an “C) In case any action shall be brought against one or more of the Indemnified Party”) harmless 's based upon any of the above and in respect of which indemnity may be sought against and from the Guarantor, such Indemnified Party shall notify the Guarantor in writing, enclosing a copy of all claims by or on behalf papers served, but the omission so to notify the Guarantor of any person arising from the County’s execution such action shall not relieve it of this Agreement, performance of the County’s obligations any liability which it may have to any Indemnified Party other than under this Agreement or the administration of its duties pursuant to this Agreement, or otherwise by virtue of the County having entered into this AgreementSection 2.6. If In case any such a claim is made action shall be brought against any Indemnified Party and it shall notify the Guarantor and the Borrower of the commencement thereof, the Guarantor shall be entitled to participate in and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such Indemnified Party, then subject and after notice from the Guarantor to such Indemnified Party of the provisions Guarantor's election so to assume the defense thereof the Guarantor shall not be liable to such Indemnified Party for any legal or other expenses, other than reasonable costs of investigation subsequently incurred by such Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ its own counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (bi) belowthe employment of counsel by such Indemnified Party has been authorized by the Guarantor, (ii) the Sponsor Indemnified Party shall defend have reasonably concluded that there may be a conflict of interest between the Borrower and/or Guarantor and the Indemnified Party in any the conduct or the defense of such action (in which case the Guarantor shall not have the right to direct the defense of such action on behalf of the Indemnified Party), or proceeding. This Section 3.11 (iii) the Guarantor shall survive any termination not in fact have employed counsel satisfactory to the Indemnified Party to assume the defense of this Fee Agreementsuch action. (bD) Notwithstanding anything herein The Guarantor also agrees to the contrary, the Sponsor is not required to indemnify any Indemnified Party against any claim or liability (1) occasioned by the acts of that Indemnified Party, which are unrelated to the execution of this Agreement, performance pay all reasonable and necessary out-of- pocket expenses of the County’s obligations under this Agreement, or Authority (including charges of counsel) in connection with the administration of its duties under this Agreement, or otherwise by virtue of Guaranty and the County having entered into this Agreement or; (2) resulting from that Indemnified Party’s own gross negligence, bad faith, fraud, deceit, or willful misconduct. (c) An Indemnified Party may not avail itself of the indemnification provided in this Section unless it provides the Sponsor with prompt notice, reasonable under the circumstances, of the existence or threat enforcement of any claim or liabilityrights thereunder, including, without limitation, copies any fees, charges and expenses (including charges of any citations, orders, fines, charges, remediation requests, or other claims or threats of claims, in order to afford the Sponsor notice, reasonable under the circumstances, within which to defend or otherwise respond to a claimcounsel). (dE) Following The obligations of the Guarantor under this noticesection shall survive the termination of this Guaranty. This section is not for the benefit of any person not an Indemnified Party, and no waiver of the Sponsor shall resist or defend against any claim or demand, action or proceeding, at its expense, using counsel of its choice. The Sponsor is entitled to manage and control the defense of or response to any claim, charge, lawsuit, regulatory proceeding Maine Tort Claims Act or other action, for itself and the Indemnified Party; provided the Sponsor applicable law is not entitled to settle any matter at the separate expense or liability of any Indemnified Party without the consent of that Indemnified Party. To the extent any Indemnified Party desires to use separate counsel for any reason, other than a conflict of interest, that Indemnified Party is responsible for its independent legal feesintended.

Indemnification Covenants. (a) Except as provided Notwithstanding any other provisions in paragraph this Agreement or in any other agreements between the Company and the County, (ba) below, the Sponsor Company shall agree to indemnify and save the County, its past, present, and future employeesmembers, elected officials, officers officers, employees, servants and agents (eachcollectively, an the “Indemnified PartyParties”) ), harmless against and from all claims brought against the Indemnified Parties by or on behalf of any third party person, firm or corporation arising from the conduct or management of, or from any work or thing done on the Expansion Project during the Term, and, the Company further, shall indemnify and save the Indemnified Parties harmless against and from all claims brought against the Indemnified Parties arising during the Term from (i) any condition of the Expansion Project, (ii) any breach or default on the part of the Company in the performance of any of its obligations under this Agreement, (iii) any act of negligence of the Company, or of any agents, contractors, servants, employees or licensees, (iv) except in such cases where the County has released the Company pursuant to Section 6.01 hereof, any act of negligence of any assignee or lessee of the Company, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of Company, (v) any environmental violation, condition, or effect. The Company shall indemnify and save the Indemnified Parties harmless from and against all reasonable costs and expenses incurred by the Indemnified Parties in connection with defending against any such claim arising as aforesaid or in connection with defending against any action or proceeding brought thereon, and upon notice from the Indemnified Parties, the Company shall defend it in any such action, prosecution or proceeding. (b) Notwithstanding the fact that it is the intention of the parties that the Indemnified Parties shall not incur pecuniary liability during the Term of the Project by reason of the terms of this Agreement, or the undertakings required of the County hereunder, by reason of the granting of the Negotiated FILOT, by reason of the execution of this Agreement, by reason of the performance of any act requested of it by the Company, or by reason of the operation of the Expansion Project by the Company, nevertheless, if the County, its agents, officers or employees should incur any such pecuniary liability during the Term of this Agreement, then in such event the Company shall indemnify and hold them harmless against all claims by or on behalf of any person third party person, firm or corporation, arising from the County’s execution of this Agreement, performance out of the County’s obligations under this Agreement or the administration of its duties pursuant to this Agreementsame, or otherwise by virtue of the County having entered into this Agreement. If such a claim is made and all reasonable costs and expenses incurred in connection with defending against any Indemnified Partysuch claim or in connection with defending against any such action or proceeding brought thereon, then subject to the provisions of (b) belowand upon reasonable notice, the Sponsor Company shall defend the Indemnified Party them in any such action or proceeding. This Section 3.11 shall survive any termination of this Fee Agreement. (b) Notwithstanding anything herein to the contrary, the Sponsor is not required to indemnify any Indemnified Party against any claim or liability (1) occasioned by the acts of that Indemnified Party, which are unrelated to the execution of this Agreement, performance of the County’s obligations under this Agreement, or the administration of its duties under this Agreement, or otherwise by virtue of the County having entered into this Agreement or; (2) resulting from that Indemnified Party’s own gross negligence, bad faith, fraud, deceit, or willful misconduct. (c) An Indemnified Party may not avail itself The above-referenced indemnification covenants shall be considered included in and incorporated by reference in subsequent documents after the delivery of this Agreement which the County is requested to sign on behalf of the Company, if any, with respect to the Expansion Project, and any other indemnification provided covenants in this Section unless it provides any such subsequent documents shall not be construed to reduce or limit the Sponsor with prompt notice, reasonable under the circumstances, of the existence or threat of any claim or liability, including, without limitation, copies of any citations, orders, fines, charges, remediation requests, or other claims or threats of claims, in order to afford the Sponsor notice, reasonable under the circumstances, within which to defend or otherwise respond to a claimabove indemnification covenants. (d) Following No termination of this notice, Agreement pursuant to any provision elsewhere in this Agreement shall relieve the Sponsor shall resist or defend against any claim or demand, action or proceeding, at its expense, using counsel Company of its choice. The Sponsor is entitled duties and obligations to manage make the payments required by this Section 4.04, all of which duties and control the defense of or response to obligations shall survive any claim, charge, lawsuit, regulatory proceeding or other action, for itself and the Indemnified Party; provided the Sponsor is not entitled to settle any matter at the separate expense or liability of any Indemnified Party without the consent of that Indemnified Party. To the extent any Indemnified Party desires to use separate counsel for any reason, other than a conflict of interest, that Indemnified Party is responsible for its independent legal feessuch termination.

Indemnification Covenants. (a) Except as provided The Borrower agrees to protect, defend and hold harmless the Trustee and the Authority and their respective officers, members and employees (each an "Indemnified Party") from any claim, demand, suit or action or other proceeding whatsoever by any person or entity whatsoever, arising or purportedly arising from or in paragraph (b) belowconnection with the Financing Documents, the Sponsor shall indemnify and save Indenture, the CountyNotes, its pastor the transactions contemplated by or actions taken under any thereof, presentexcept for any bad faith, and future employeeswillful misconduct, elected officials, officers and agents (each, an “material misrepresentation or gross negligence on the part of the Indemnified Party”) harmless against and from all claims by or on behalf of any person arising from the County’s execution of this Agreement, performance of the County’s obligations under this Agreement or the administration of its duties pursuant to this Agreement, or otherwise by virtue of the County having entered into this Agreement. If such a claim is made against any Indemnified Party, then subject to the provisions of (b) below, the Sponsor shall defend the Indemnified Party in any action or proceeding. This Section 3.11 shall survive any termination of this Fee Agreement. (b) Notwithstanding anything herein to the contrary, the Sponsor is not required to indemnify any Indemnified Party against any claim or liability (1) occasioned by the acts of that Indemnified Party, which are unrelated to the execution of this Agreement, performance of the County’s obligations under this Agreement, or the administration of its duties under this Agreement, or otherwise by virtue of the County having entered into this Agreement or; (2) resulting from that Indemnified Party’s own gross negligence, bad faith, fraud, deceit, or willful misconduct[Reserved.] (c) An The Borrower releases each Indemnified Party may from, agrees that each Indemnified Party shall not avail itself be liable for, and agrees to hold each Indemnified Party harmless against any damages or reasonable expenses, including (subject to subparagraph (e) of this Section 6.5) charges of counsel, incurred because of any investigation, review or lawsuit commenced by any person or entity whatsoever other than the Borrower with respect to the Financing Documents, the Indenture, the Notes or the Project, except for any bad faith, willful misconduct, material misrepresentation or gross negligence on the part of the indemnification provided in this Section unless it provides the Sponsor with prompt notice, reasonable under the circumstances, of the existence or threat of any claim or liability, including, without limitation, copies of any citations, orders, fines, charges, remediation requests, or other claims or threats of claims, in order to afford the Sponsor notice, reasonable under the circumstances, within which to defend or otherwise respond to a claimIndemnified Party. (d) Following All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any member, officer or employee of the Authority in his or her individual capacity, and no recourse shall be had for the payment of the Loan or the Notes or for any claim based thereon or hereunder against any member, officer or employee of the Authority or the Trustee or any natural person executing the Notes. (e) In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect of which indemnity may be sought against the Borrower, such Indemnified Party shall notify the Borrower in writing, enclosing a copy of all papers served, but the omission so to notify the Borrower of any such action shall not relieve it of any liability which it may have to any Indemnified Party other than under this noticeSection 6.5. In case any such action shall be brought against any Indemnified Party and it shall notify the Borrower of the commencement thereof, the Sponsor Borrower shall resist be entitled to participate in and, to the extent that it shall wish, to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Party, and after notice from the Borrower to such Indemnified Party of the Borrower's election so to assume the defense thereof the Borrower shall not be liable to such Indemnified Party for any legal or defend against any claim or demandother expenses, action or proceedingother than reasonable costs of investigation, at its expense, using counsel of its choicesubsequently incurred by such Indemnified Party in connection with the defense thereof. The Sponsor Indemnified Party shall have the right to employ its own counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the employment of counsel by such Indemnified Party has been authorized by the Borrower, (ii) the Indemnified Party shall have reasonably concluded that there is entitled to manage a conflict of interest between the Borrower and control the Indemnified Party in the conduct or the defense of or response such action (in which case the Borrower shall not have the right to any claim, charge, lawsuit, regulatory proceeding or other action, for itself and direct the defense of such action on behalf of the Indemnified Party; provided ), or (iii) the Sponsor Borrower shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action. (f) In the event the Borrower fails to pay any amount or perform any act under the Financing Documents, the Trustee or the Authority may, but shall have no obligation to, pay the amount or perform the act, in which event the costs, disbursements, expenses and charges of counsel thereof, together with interest thereon from the date the expense is paid or incurred at the rate of the prime rate then prevailing in the State plus two per centum (2%), shall be an additional obligation hereunder payable on demand. (g) The obligations of the Borrower under this section shall survive the termination of this Agreement. This section is not entitled to settle any matter at for the separate expense or liability benefit of any Indemnified Party without the consent of that person not an Indemnified Party. To , and no waiver of the extent any Indemnified Party desires to use separate counsel for any reason, Maine Tort Claims Act or other than a conflict of interest, that Indemnified Party applicable law is responsible for its independent legal feesintended.

Indemnification Covenants. (a) Except as provided in paragraph (bd) below, the Sponsor shall indemnify and save the County, its past, present, and future employees, elected officials, officers and agents (each, an “Indemnified Party”) harmless against and from all liability or claims by or on behalf of any person arising from the County’s execution of this Fee Agreement, performance of the County’s obligations under this Fee Agreement or the administration of its duties pursuant to this Fee Agreement, or otherwise by virtue of the County having entered into this Agreement. If such a claim is made against any Indemnified Party, then subject to the provisions of (b) below, the Sponsor shall defend the Indemnified Party in any action or proceeding. This Section 3.11 shall survive any termination of this Fee Agreement. (b) The County is entitled to use counsel of its choice and the Sponsor shall reimburse the County for all of its costs, including attorneys’ fees, incurred in connection with the response to or defense against such liability or claims as described in paragraph (a), above. The County shall provide a statement of the costs incurred in the response or defense, and the Sponsor shall pay the County within 30 days of receipt of the statement. The Sponsor may request reasonable documentation evidencing the costs shown on the statement. However, the County is not required to provide any documentation which may be privileged or confidential to evidence the costs. (c) The County may request the Sponsor to resist or defend against any claim on behalf of an Indemnified Party. On such request, the Sponsor shall resist or defend against such claim on behalf of the Indemnified Party, at the Sponsor’s expense. The Sponsor is entitled to use counsel of its choice, manage and control the defense of or response to such claim for the Indemnified Party; provided the Sponsor is not entitled to settle any such claim without the consent of that Indemnified Party. (d) Notwithstanding anything herein in this Section or this Fee Agreement to the contrary, the Sponsor is not required to indemnify any Indemnified Party against or reimburse the County for costs arising from any claim or liability (1i) occasioned by the acts of that Indemnified Party, which are unrelated to the execution of this Fee Agreement, performance of the County’s obligations under this Fee Agreement, or the administration of its duties under this Fee Agreement, or otherwise by virtue of the County having entered into this Agreement orFee Agreement; or (2ii) resulting from that Indemnified Party’s own gross negligence, bad faith, fraud, deceit, or willful misconduct. (ce) An Indemnified Party may not avail itself of the indemnification or reimbursement of costs provided in this Section unless it provides the Sponsor with prompt notice, reasonable under the circumstances, of the existence or threat of any claim or liability, including, without limitation, copies of any citations, orders, fines, charges, remediation requests, or other claims or threats of claims, in order to afford the Sponsor notice, reasonable under the circumstances, within which to defend or otherwise respond to a claim. (d) Following this notice, the Sponsor shall resist or defend against any claim or demand, action or proceeding, at its expense, using counsel of its choice. The Sponsor is entitled to manage and control the defense of or response to any claim, charge, lawsuit, regulatory proceeding or other action, for itself and the Indemnified Party; provided the Sponsor is not entitled to settle any matter at the separate expense or liability of any Indemnified Party without the consent of that Indemnified Party. To the extent any Indemnified Party desires to use separate counsel for any reason, other than a conflict of interest, that Indemnified Party is responsible for its independent legal fees.

Indemnification Covenants. (a) Except as provided in paragraph (b) below, the Sponsor Company shall indemnify and save the County, its past, present, and future employees, elected officials, officers and agents (each, an “Indemnified Party”) harmless against and from all claims by or on behalf of any person arising from the County’s execution of this Fee Agreement, performance of the County’s obligations under this Fee Agreement or the administration of its duties pursuant to this Fee Agreement, or otherwise by virtue of the County having entered into this Fee Agreement. If such a claim is made against any Indemnified Party, then subject to the provisions of (b) below, the Sponsor Company shall defend the Indemnified Party in any action or proceeding. This Section 3.11 shall survive any termination of this Fee Agreement. (b) Notwithstanding anything herein to the contrary, the Sponsor Company is not required to indemnify any Indemnified Party against any claim or liability (1i) occasioned by the acts of that Indemnified Party, Party which are unrelated to the execution of this Fee Agreement, performance of the County’s obligations under this Fee Agreement, or the administration of its duties under this Fee Agreement, or otherwise by virtue of the County having entered into this Agreement orFee Agreement; (2ii) resulting from that Indemnified Party’s own gross negligence, bad faith, fraud, deceit, or willful misconduct. (c) An Indemnified Party may not avail itself of the indemnification provided in this Section unless it provides the Sponsor Company with prompt notice, reasonable under the circumstances, of the existence or threat of any claim or liability, including, without limitation, copies of any citations, orders, fines, charges, remediation requests, or other claims or threats of claims, in order to afford the Sponsor Company notice, reasonable under the circumstances, within which to defend or otherwise respond to a claim. (d) Following this notice, the Sponsor Company shall resist or defend against any claim or demand, action or proceeding, at its expense, using counsel of its choice. The Sponsor Company is entitled to manage and control the defense of or response to any claim, charge, lawsuit, regulatory proceeding or other action, for itself and the Indemnified Party; provided the Sponsor Company is not entitled to settle any matter at the separate expense or liability of any Indemnified Party without the consent of that Indemnified Party. To the extent any Indemnified Party desires to use separate counsel for any reason, other than a conflict of interest, that Indemnified Party is responsible for its independent legal fees.

Indemnification Covenants. (a) Except as provided in paragraph (b) below, The Company shall and agrees to hold the Sponsor shall indemnify County and save the County, its past, present, and future employeescounty council members, elected officials, officers officers, agents and agents employees (eachcollectively, an “Indemnified PartyParties”) harmless against and from all pecuniary liability in connection with those reasons set forth in (i), (ii) or (iii) of Section 8.2(b) (including any claim for damage to property or any injury or death of any person occurring in connection with the planning, design, acquisition and carrying out of the Project) and to reimburse them for all reasonable expenses to which any of them might be put in the fulfillment of their obligations under this Fee Agreement in the implementation of its terms and provisions. (b) Notwithstanding the fact that it is the intention of the parties that neither the County nor any of the other Indemnified Parties shall incur any pecuniary liability to any third party (i) by reason of the terms of this Fee Agreement or the undertakings of the County required hereunder, (ii) by reason of the performance of any act in connection with the entering into and performance of the transactions described in the Documents, or (iii) by reason of the condition or operation of the Project, including claims, liabilities or losses arising in connection with the violation of any statutes or regulations, if the County or any of its other indemnities should incur any such pecuniary liability, then, in that event the Company shall indemnify and hold harmless the County and such other Indemnified Parties against all pecuniary claims by or on behalf of any person person, firm or corporation, arising out of the same, and all costs and expenses incurred in connection with any such claim, and upon notice from the County, the Company at its own expense shall defend the County and the other Indemnified Parties in any such action or proceeding, except in situations that may present a legal conflict. In such case, the Company shall reimburse the County and the other Indemnified Parties for all reasonable legal costs and expenses associated with the hiring of separate counsel. (c) Notwithstanding the foregoing, the Company shall not be obligated to indemnify the County or any of the other Indemnified Parties for expenses, claims, losses or damages arising from the County’s execution of this Agreement, performance of the County’s obligations under this Agreement intentional or the administration of its duties pursuant to this Agreement, willful misconduct or otherwise by virtue negligence of the County having entered into or any other Indemnified Parties. (d) Notwithstanding anything in this Agreement. If such a claim is made against any Indemnified Party, then subject Agreement to the provisions of (b) belowcontrary, the Sponsor shall defend the Indemnified Party above- referenced covenants in any action or proceeding. This this Section 3.11 8.2 shall survive any termination of this Fee Agreement. (b) Notwithstanding anything herein to the contrary, the Sponsor is not required to indemnify any Indemnified Party against any claim or liability (1) occasioned by the acts of that Indemnified Party, which are unrelated to the execution of this Agreement, performance of the County’s obligations under this Agreement, or the administration of its duties under this Agreement, or otherwise by virtue of the County having entered into this Agreement or; (2) resulting from that Indemnified Party’s own gross negligence, bad faith, fraud, deceit, or willful misconduct. (c) An Indemnified Party may not avail itself of the indemnification provided in this Section unless it provides the Sponsor with prompt notice, reasonable under the circumstances, of the existence or threat of any claim or liability, including, without limitation, copies of any citations, orders, fines, charges, remediation requests, or other claims or threats of claims, in order to afford the Sponsor notice, reasonable under the circumstances, within which to defend or otherwise respond to a claim. (d) Following this notice, the Sponsor shall resist or defend against any claim or demand, action or proceeding, at its expense, using counsel of its choice. The Sponsor is entitled to manage and control the defense of or response to any claim, charge, lawsuit, regulatory proceeding or other action, for itself and the Indemnified Party; provided the Sponsor is not entitled to settle any matter at the separate expense or liability of any Indemnified Party without the consent of that Indemnified Party. To the extent any Indemnified Party desires to use separate counsel for any reason, other than a conflict of interest, that Indemnified Party is responsible for its independent legal fees.

Indemnification Covenants. (a) Except as provided in paragraph (b) below, The Company shall and agrees to hold the Sponsor shall indemnify County and save the County, its past, present, and future employeescounty council members, elected officials, officers officers, agents and agents employees (eachcollectively, an “Indemnified PartyParties”) harmless against and from all pecuniary liability in connection with those reasons set forth in (i), (ii) or (iii) of Section 8.2(b) (including any claim for damage to property or any injury or death of any person occurring in connection with the planning, design, acquisition and carrying out of the Project) and to reimburse them for all reasonable expenses to which any of them might be put in the fulfillment of their obligations under this Fee Agreement in the implementation of its terms and provisions. (b) Notwithstanding the fact that it is the intention of the parties that neither the County nor any of the other Indemnified Parties shall incur any pecuniary liability to any third party (i) by reason of the terms of this Fee Agreement or the undertakings of the County required hereunder, (ii) by reason of the performance of any act in connection with the entering into and performance of the transactions described in the Documents, or (iii) by reason of the condition or operation of the Project, including claims, liabilities or losses arising in connection with the violation of any statutes or regulations, if the County or any of its other indemnities should incur any such pecuniary liability, then, in that event the Company shall indemnify and hold harmless the County and such other Indemnified Parties against all pecuniary claims by or on behalf of any person person, firm or corporation, arising out of the same, and all costs and expenses incurred in connection with any such claim, and upon notice from the County, the Company at its own expense shall defend the County and the other Indemnified Parties in any such action or proceeding, except in situations that may present a legal conflict. In such case, the Company shall reimburse the County and the other Indemnified Parties for all reasonable legal costs and expenses associated with the hiring of separate counsel. (c) Notwithstanding the foregoing, the Company shall not be obligated to indemnify the County or any of the other Indemnified Parties for expenses, claims, losses or damages arising from the County’s execution of this Agreement, performance of the County’s obligations under this Agreement intentional or the administration of its duties pursuant to this Agreement, willful misconduct or otherwise by virtue negligence of the County having entered into or any other Indemnified Parties. (d) Notwithstanding anything in this Agreement. If such a claim is made against any Indemnified Party, then subject Agreement to the provisions of (b) belowcontrary, the Sponsor shall defend the Indemnified Party above-referenced covenants in any action or proceeding. This this Section 3.11 8.2 shall survive any termination of this Fee Agreement. (b) Notwithstanding anything herein to the contrary, the Sponsor is not required to indemnify any Indemnified Party against any claim or liability (1) occasioned by the acts of that Indemnified Party, which are unrelated to the execution of this Agreement, performance of the County’s obligations under this Agreement, or the administration of its duties under this Agreement, or otherwise by virtue of the County having entered into this Agreement or; (2) resulting from that Indemnified Party’s own gross negligence, bad faith, fraud, deceit, or willful misconduct. (c) An Indemnified Party may not avail itself of the indemnification provided in this Section unless it provides the Sponsor with prompt notice, reasonable under the circumstances, of the existence or threat of any claim or liability, including, without limitation, copies of any citations, orders, fines, charges, remediation requests, or other claims or threats of claims, in order to afford the Sponsor notice, reasonable under the circumstances, within which to defend or otherwise respond to a claim. (d) Following this notice, the Sponsor shall resist or defend against any claim or demand, action or proceeding, at its expense, using counsel of its choice. The Sponsor is entitled to manage and control the defense of or response to any claim, charge, lawsuit, regulatory proceeding or other action, for itself and the Indemnified Party; provided the Sponsor is not entitled to settle any matter at the separate expense or liability of any Indemnified Party without the consent of that Indemnified Party. To the extent any Indemnified Party desires to use separate counsel for any reason, other than a conflict of interest, that Indemnified Party is responsible for its independent legal fees.

Indemnification Covenants. (a) Except as provided in paragraph (b) below, the Sponsor shall The Company agrees to and does hereby indemnify and save the Countyhold harmless Indemnified Parties against any and all losses, its pastclaims, presentdamages or liabilities (including all costs, expenses and future employees, elected officials, officers and agents (each, an “Indemnified Party”reasonable counsel fees incurred in investigating or defending such claim) harmless against and from all claims suffered by or on behalf of any person arising from the County’s execution of this Agreement, performance of the County’s obligations under this Agreement Indemnified Parties and caused by, relating to, arising out of, resulting from, or in any way connected with (i) the condition, use, possession, conduct, management, planning, design, acquisition, construction, reconstruction or improvement of the Project Facilities or any part thereof including the payment of rebate to the federal government; or (ii) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority of its duties pursuant to this Agreement, under the Trust Indenture (other than those caused by the gross negligence or otherwise by virtue willful misconduct of the County having entered into this AgreementAuthority); or (v) the acceptance or administration or performance by the Trustee of its duties under the Trust Indenture (other than those caused by the negligence or willful misconduct of the Trustee). If In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such a claim Indemnified Party shall promptly notify the Company in writing, and except where the Company is made against any the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, then subject the payment of all costs and expenses and the right to negotiate and consent to settlement. Any one or more of the provisions Indemnified Parties shall have the right to employ separate counsel at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of (b) belowthe Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the Company’s consent, but if settled with the consent of the Company, or if there is a final judgment for the claimant on any such action, the Sponsor shall defend Company agrees to indemnify and hold harmless the Indemnified Party in Parties from and against any action loss or proceeding. This Section 3.11 shall survive any termination liability by reason of this Fee Agreementsuch settlement of judgment. (b) Notwithstanding anything herein The Company agrees to and does hereby indemnify and hold harmless the Indemnified Parties against any and all losses, claims, damages or liabilities (including all costs, expenses, and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties and caused by relating to, arising out of, resulting from, or in any way connected to an examination, investigation or audit of the Bonds by the Internal Revenue Service (the “IRS”). In the event of such examination, investigation or audit, the Indemnified Parties shall have the right to employ counsel at the Company’s expense. In such event, the Company shall assume the primary role in responding to and negotiating with the IRS, but shall inform the Indemnified Parties of the status of the investigation. In the event the Company fails to respond adequately and promptly to the contraryIRS, the Sponsor is not required Authority shall have the right to indemnify any Indemnified Party against any claim or liability (1) occasioned by assume the acts of that Indemnified Partyprimary role in responding to and negotiating with the IRS and shall have the right to enter into a closing agreement, for which are unrelated to the execution of this Agreement, performance of the County’s obligations under this Agreement, or the administration of its duties under this Agreement, or otherwise by virtue of the County having entered into this Agreement or; (2) resulting from that Indemnified Party’s own gross negligence, bad faith, fraud, deceit, or willful misconductCompany shall be liable. (c) An Indemnified Party Notwithstanding anything in this Agreement to the contrary which may not avail itself limit recourse to the Company or may otherwise purport to limit the Company’s liability, the provisions of this Section shall control the Company’s obligations and shall survive repayment of the indemnification provided in this Section unless it provides the Sponsor with prompt notice, reasonable under the circumstances, of the existence or threat of any claim or liability, including, without limitation, copies of any citations, orders, fines, charges, remediation requests, or other claims or threats of claims, in order to afford the Sponsor notice, reasonable under the circumstances, within which to defend or otherwise respond to a claimBonds. (d) Following this notice, the Sponsor shall resist or defend against any claim or demand, action or proceeding, at its expense, using counsel of its choice. The Sponsor is entitled to manage and control the defense of or response to any claim, charge, lawsuit, regulatory proceeding or other action, for itself and the Indemnified Party; provided the Sponsor is not entitled to settle any matter at the separate expense or liability of any Indemnified Party without the consent of that Indemnified Party. To the extent any Indemnified Party desires to use separate counsel for any reason, other than a conflict of interest, that Indemnified Party is responsible for its independent legal fees.