Common use of Indemnification of Issuer and Trustee Clause in Contracts

Indemnification of Issuer and Trustee. The Company agrees that the Issuer, Allegheny County and their respective members, officers, employees, and the Trustee and its officers and employees shall not be liable for and the Company covenants and agrees to protect, exonerate, defend, indemnify and save the Issuer, Allegheny County and their respective members, officers and employees, and the Trustee and its officers and employees, harmless from and against (a) any and all costs, damages or liabilities which may arise out of the issuance of the Bonds or arising from any breach or default on the part of the Company to be performed pursuant to the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in or about the defense of any such claims or actions or proceedings brought thereon. The Company may, at its cost and in its name or in the name of the Issuer, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee or the Issuer, as applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event within 15 days of receipt of service) give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense. The Company shall not be liable for any settlement made without its consent. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer or the Trustee for their gross negligence or willful misconduct. The foregoing indemnification is intended to and shall include the indemnification of all affected officials, directors, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.

Indemnification of Issuer and Trustee. The Company agrees that the Issuer, Allegheny County and their respective members, officers, employees, and the Trustee and its officers and employees shall not be liable for and the Company covenants and agrees to protect, exonerate, defend, will indemnify and save hold the IssuerIssuer and Trustee, Allegheny County and their respective members, officers and employees, and the Trustee and State of Ohio, including its members, officers and employees, free and harmless from any loss, claim, damage, tax, penalty, liability, disbursement, litigation expenses, attorneys’ fees and against (a) expenses or court costs arising out of, or in any and all costsway relating to, damages the execution or liabilities which may arise out performance of the Indenture, this Agreement, the Bond Purchase Agreement (the “Bond Purchase Agreement”) among the Underwriter, the Issuer and the Company or any other documents in connection therewith, or any other cause whatsoever pertaining to the Project Facilities (including without limitation any loss, claim, damage, tax penalty, liability, disbursement, litigation expenses, attorneys’ fees and expenses or court costs asserted or arising under any federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating or relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material), or the Bonds, including the issuance or sale of the Bonds Bonds, or arising from failure to issue or sell the Bonds, actions taken under the Bonds, the Indenture, this Agreement, the Bond Purchase Agreement or any breach other documents in connection therewith or default on any other cause whatsoever pertaining to the part Project Facilities, except in any case as a result of the Company to be performed pursuant to gross negligence or willful misconduct of the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in Issuer or about the defense of any such claims or actions or proceedings brought thereonTrustee. The Company may, at its cost and in its name or in the name of the Issuer, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee or the Issuer, as applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is proceedings are brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event event, within 15 days of receipt of service) ), give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense. The Company shall not be liable for any settlement made without its written consent. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer or the Trustee for their gross negligence or willful misconduct. The foregoing indemnification is intended to and shall include the indemnification of all affected officials, directors, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, law and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.

Indemnification of Issuer and Trustee. The Company agrees that the Issuer, Allegheny County Issuer and their respective the Trustee and the members, officers, and employees, and the Trustee and its officers and employees thereof shall not be liable for and the Company covenants and agrees to protect, exonerate, defend, indemnify and save the Issuer, Allegheny County Issuer and their respective the members, officers officers, and employees, thereof and the Trustee and Trustee, its officers and employees, harmless from and against (a) any and all costs, damages or liabilities which may arise out of the issuance of the Bonds or arising from any breach or default on the part of the Company to be performed pursuant to the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in or about the defense of any such claims or actions or proceedings brought thereon. The Company may, at its cost and in its name or in the name of the Issuer, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s 's rights under this Agreement; in such event, the Issuer will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee or the Issuer, as applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions action or proceeding is brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event within 15 days of receipt of service) give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense. The Company shall not be liable for any settlement made without its consent. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer or the Trustee Trustee, or their respective members, officers and employees for their gross negligence or willful misconduct. The foregoing indemnification is intended to and shall include the indemnification of all affected officials, directors, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.

Indemnification of Issuer and Trustee. The Company agrees that will indemnify and hold the IssuerIssuer and its members, Allegheny County and their respective membersdirectors, officers, elected officials, employees, agents and representatives free and harmless from, and will indemnify and hold the Trustee and its officers officers, employees and employees shall not be liable for agents free and harmless from, any loss, claim, damage, tax, penalty, liability, disbursement, litigation expenses, attorneys’ fees and expenses or court costs arising out of, or in any way relating to, the Company covenants execution or performance of the Indenture, this Agreement, the Bond Purchase Agreement or any other documents in connection therewith, or any other cause and/or matter whatsoever pertaining to the Project Facilities (including without limitation any loss, claim, damage, tax penalty, liability, disbursement, litigation expenses, attorneys’ fees and agrees expenses or court costs asserted or arising under any federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating or relating to protector imposing liability or standards of conduct concerning any hazardous, exoneratetoxic or dangerous waste, defendsubstance or material), indemnify and save or the IssuerBonds, Allegheny County and their respective membersincluding the issuance or sale of the Bonds, officers and employeesor the failure to issue or sell the Bonds, and actions taken under the Bonds, the Indenture, this Agreement, the Bond Purchase Agreement or any other documents in connection therewith or any other cause whatsoever pertaining to the Project Facilities, except in any case as a result of the gross negligence or willful misconduct of the Issuer or any Issuer indemnified party or as a result of the negligence or willful misconduct of the Trustee and its officers and employees, harmless from and against (a) or any and all costs, damages or liabilities which may arise out of the issuance of the Bonds or arising from any breach or default on the part of the Company to be performed pursuant to the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in or about the defense of any such claims or actions or proceedings brought thereonTrustee indemnified party. The Company may, at its cost and in its name or in the name of the IssuerIssuer or the Trustee, as the case may be, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer or the Trustee, as the case may be, will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee or the Issuer, as applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is proceedings are brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event within 15 days of receipt of serviceservice by such party) give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company Company, upon receipt of that notice notice, shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an Any such indemnified party may shall have the right to employ separate counsel in any such action or proceeding and participate in the defensedefense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless: (i) the employment of such counsel has been specifically authorized by the Company, or (ii) the parties to any such action or proceeding include both the indemnified party and the Company and representation of both the indemnified party and the Company would not be appropriate due to actual or potential conflicts of interest, as determined in good faith by the Company. The Company shall not be liable for any settlement made of any such action or proceeding effected without its consentwritten consent (which shall not be unreasonably withheld or delayed), but if settled with the consent of the Company, or if there be a final judgment for the plaintiff in any such action, the Company agrees to indemnify and hold harmless any such indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer or the Trustee its members, directors, officers, elected officials, employees, agents and representatives for their gross negligence or willful misconduct, nor shall the Company be obligated to indemnify or hold harmless the Trustee or its officers, employees and agents for their negligence or willful misconduct. The foregoing indemnification of the Issuer is intended to be interpreted broadly and shall include its members, directors, officers, elected officials, employees, agents and representatives, shall be enforceable by the Issuer to the full extent permitted by law, shall survive beyond the termination or discharge of the Indenture or payment of the Bonds and the limitation on indemnification described above with respect to the gross negligence or willful misconduct of the Issuer or any Issuer indemnified party shall apply only in cases in which any loss, claim, damage, tax, penalty, liability, disbursement, litigation expense, attorneys’ fee or expenses or court cost of the Issuer or any such Issuer indemnified party is adjudicated to have resulted from the gross negligence or willful misconduct of the Issuer or such Issuer indemnified party. The foregoing indemnification of the Trustee is intended to and shall include the indemnification of all affected officialsits officers, directorsemployees and agents, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, Trustee to the full extent permitted by law, and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.

Indemnification of Issuer and Trustee. The Company agrees that will indemnify and hold the IssuerIssuer and Trustee, Allegheny County and their respective members, officers, officials and employees, and the Trustee and State of Indiana, including its officers and employees shall not be liable for and the Company covenants and agrees to protect, exonerate, defend, indemnify and save the Issuer, Allegheny County and their respective members, officers and employees, free and harmless from any loss, claim, damage, tax, penalty, liability, disbursement, litigation expenses, attorneys’ fees and expenses or court costs arising out of, or in any way relating to, the execution or performance of the Indenture, this Agreement, the Bond Purchase Agreement (the “Bond Purchase Agreement”) among Xxxxxx Xxxxxxx & Co. LLC, the Issuer and the Trustee Company or any other documents in connection therewith, or any other cause whatsoever pertaining to the Project Facilities (including without limitation any loss, claim, damage, tax penalty, liability, disbursement, litigation expenses, attorneys’ fees and its officers and employeesexpenses or court costs asserted or arising under any federal, harmless from and against (a) state or local statute, law, ordinance, code, rule, regulation, order or decree regulating or relating to or imposing liability or standards of conduct concerning any and all costshazardous, damages toxic or liabilities which may arise out dangerous waste, substance or material), or the Bonds, including the issuance or sale of the issuance Bonds, or failure to issue or sell the Bonds, actions taken under the Bonds, the Indenture, this Agreement, the Bond Purchase Agreement or any other documents in connection therewith or any other cause whatsoever pertaining to the Project Facilities, except in any case as a result of the Bonds gross negligence or arising from any breach or default on the part willful misconduct of the Company to be performed pursuant to the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in Issuer or about the defense of any such claims or actions or proceedings brought thereonTrustee. The Company may, at its cost and in its name or in the name of the Issuer, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee or the Issuer, as applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is proceedings are brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event within 15 days of receipt of service) give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense. The Company shall not be liable for any settlement made without its written consent. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer or the Trustee for their gross negligence or willful misconduct. The foregoing indemnification is intended to and shall include the indemnification of all affected officials, directors, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.

Indemnification of Issuer and Trustee. The Company agrees that Notwithstanding its insurance agreements in any Basic Agreement or the IssuerRemarketing Agreement, Allegheny County to the extent not prohibited by applicable law, the Borrower shall indemnify and save harmless the Issuer (in its capacities as issuer of the Bonds, issuer of the Official Statement and any preliminary version thereof and party to this Agreement, the Contract of Purchase and any other Basic Agreement) and the Trustee and their respective members, directors, officers, employeesemployees and agents against and from any and all liability and expenses arising from their participation in the transactions contemplated hereby, and the Trustee and its officers and employees shall not be liable for and the Company covenants and agrees to protect, exonerate, defend, indemnify and save the Issuer, Allegheny County and their respective members, officers and employees, and the Trustee and its officers and employees, harmless from and against including without limitation (a) any and all costs, damages claims by or liabilities which may arise on behalf of any Person arising out of the issuance (i) any condition of the Bonds Project, or arising from (ii) acquisition, installation, construction, reconstruction, improvement, equipping, furnishing, use, occupancy, conduct of any work or anything whatsoever done or omitted to be done in or about the Project, or (iii) any accident, injury or damage whatsoever to any person occurring in or about the Project, or (iv) any breach or default on by the part Borrower of any of its obligations under the Company to be performed pursuant to Basic Agreements or the terms of this Agreement and Remarketing Agreement, or (b) any act or omission of the Borrower or any of its agents, contractors, servants, employees, or licensees, or (vi) the offering, issuance, sale, remarketing or resale of the Bonds, or (vii) any action, suit, claim or proceedings instituted or threatened in connection with the transactions contemplated by this Agreement, (b) any and all reasonable losses, costs, reasonable counsel fees, expenses and or liabilities incurred in or about the defense of connection with any such claims or actions or proceedings brought thereon. The Company may, at its cost and in its name or in the name of the Issuer, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee or the Issuer, as applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture claim or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with thereon and (c) any Costs of Collection; provided, however, that the exercise or performance of Borrower shall not be required to indemnify any of its powers or duties Person otherwise to be indemnified under this AgreementSection 1003 for any liabilities or expenses incurred by such Person to the extent caused by or resulting from the willful misconduct or gross negligence of such Person (limited, in the Bonds case of the Issuer and its members, directors, officers, employees and agents to willful misconduct or gross negligence committed in the Indenturecapacities of the Issuer referred to above). In case any actions action or proceeding proceedings is brought against the Issuer or the Trustee in respect or any such member, director, officer, employee or agent by reason of which indemnity may be sought hereundersuch claim, the party seeking indemnity Borrower, upon notice from the affected party, shall promptly (but in any event within 15 days of receipt of service) give notice of that action resist or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the defend such action or proceeding; provided. Subject to the foregoing, that failure of a party to give that notice the Issuer and the Trustee shall not relieve cooperate and join with the Company from any of its obligations under this Section unless that failure materially prejudices Borrower at the defense expense of the Borrower as may be required in connection with any action taken or proceeding defended by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defenseBorrower. The Company Issuer and the Trustee and their respective members, directors, officers, employees and agents shall be entitled to the advice of counsel (who may also by counsel for the Borrower or any Bondholder) and shall be wholly protected as to action taken or omitted to be taken in good faith in reliance on such advice. They may rely conclusively on any communication or other document furnished to them under the Basic Agreements or the Remarketing Agreement and reasonably believed by them to be genuine. They shall not be liable for any settlement made without its consent. Notwithstanding anything contained herein action (i) taken by them in good faith and reasonably believed by them to be within the contrarydiscretion or powers conferred upon them, or (ii) in good faith not taken by them because reasonably believed to be beyond the Company shall not be obligated discretion or powers conferred upon them, or (iii) taken by them pursuant to indemnify any direction or hold harmless instruction by which they are governed by the Issuer Basic Agreements or the Trustee Remarketing Agreement, or (iv) omitted to be taken by them by reason of the lack of any direction or instruction required hereby or by any of the other Basic Agreements or the Remarketing Agreement for their gross negligence such action; nor shall they be responsible for the consequences of any error or willful misconductjudgment reasonably made by them. The foregoing indemnification is intended to Issuer and the Trustee shall include in no event be liable for the indemnification application or misapplication of all affected officialsfunds, or for other acts or defaults, by an Person, except their own members, directors, trustees, officers and employees and, as to the Trustee, others specified in Section 1201(b). When any consent or other action by them is called for by the Basic Agreements or the Remarketing Agreement, they may defer such action pending receipt of such certificates, opinions, documents or other supporting evidence as they may reasonably required. They shall not be required to take any remedial action (other than the giving of notice) unless indemnity reasonably satisfactory to them is furnished for any expense or liability to be incurred thereby. They shall be entitled to reimbursement for expenses reasonably incurred or advances reasonably made, with interest at the Shawmut Base Rate, in the exercise of their rights or the performance of their obligations hereunder, to the extent that they act without previously obtaining indemnity. No permissive right or power to act which they may have shall be construed as a requirement to act; and no delay in the exercise of a right or power shall affect the subsequent exercise of that right or power. The Issuer shall not be required to take notice of any breach or default by the Borrower under any Basic Agreement or the Remarketing Agreement, except when given notice thereof by the Trustee, nor shall it be required to monitor the financial condition of the Borrower or the physical condition of the Project. No recourse shall be had by the Borrower, the Trustee or any Bondholder for any claim based on any Basic Agreement or the Remarketing Agreement against any member, director, officer, employee or agent of the Issuer and alleging personal liability on the Trustee, respectively. That indemnification part of such person unless such claim is intended to and shall be enforceable based upon the willful dishonesty of or intentional violation of law by the Issuer and the Trustee, respectively, to the full extent permitted by law, and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bondssuch person.

Indemnification of Issuer and Trustee. The Company agrees that the Issuer, Allegheny County and their respective members, officers, employees, and the Trustee and its officers and employees shall not be liable for and the Company covenants and agrees to protect, exonerate, defend, will indemnify and save hold the IssuerIssuer and Trustee, Allegheny County and their respective members, officers and employees, and the Trustee and State of Alabama, including its members, officers and employees, free and harmless from any loss, claim, damage, tax, penalty, liability, disbursement, litigation expenses, attorneys’ fees and against (a) expenses or court costs arising out of, or in any and all costsway relating to, damages the execution or liabilities which may arise out performance of the Indenture, this Agreement, the Bond Purchase Agreement (the “Bond Purchase Agreement”) among the Underwriter, the Issuer and the Company or any other documents in connection therewith, or any other cause whatsoever pertaining to the Project Facilities (including without limitation any loss, claim, damage, tax penalty, liability, disbursement, litigation expenses, attorneys’ fees and expenses or court costs asserted or arising under any federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating or relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material), or the Bonds, including the issuance or sale of the Bonds Bonds, or arising from failure to issue or sell the Bonds, actions taken under the Bonds, the Indenture, this Agreement, the Bond Purchase Agreement or any breach other documents in connection therewith or default on any other cause whatsoever pertaining to the part Project Facilities, except in any case as a result of the Company to be performed pursuant to gross negligence or willful misconduct of the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in Issuer or about the defense of any such claims or actions or proceedings brought thereonTrustee. The Company may, at its cost and in its name or in the name of the Issuer, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee or the Issuer, as applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is proceedings are brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event event, within 15 days of receipt of service) ), give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense. The Company shall not be liable for any settlement made without its written consent. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer or the Trustee for their gross negligence or willful misconduct. The foregoing indemnification is intended to and shall include the indemnification of all affected officials, directors, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, law and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.

Indemnification of Issuer and Trustee. The Company agrees that will indemnify and hold the IssuerIssuer and Trustee, Allegheny County and their respective members, officers, officials and employees, and the Trustee and State of Indiana, including its officers and employees shall not be liable for and the Company covenants and agrees to protect, exonerate, defend, indemnify and save the Issuer, Allegheny County and their respective members, officers and employees, free and harmless from any loss, claim, damage, tax, penalty, liability, disbursement, litigation expenses, attorneys’ fees and expenses or court costs arising out of, or in any way relating to, the execution or performance of the Indenture, this Agreement, the Bond Purchase Agreement (the “Bond Purchase Agreement”) among the Underwriter, the Issuer and the Trustee Company or any other documents in connection therewith, or any other cause whatsoever pertaining to the Project Facilities (including without limitation any loss, claim, damage, tax penalty, liability, disbursement, litigation expenses, attorneys’ fees and its officers and employeesexpenses or court costs asserted or arising under any federal, harmless from and against (a) state or local statute, law, ordinance, code, rule, regulation, order or decree regulating or relating to or imposing liability or standards of conduct concerning any and all costshazardous, damages toxic or liabilities which may arise out dangerous waste, substance or material), or the Bonds, including the issuance or sale of the issuance Bonds, or failure to issue or sell the Bonds, actions taken under the Bonds, the Indenture, this Agreement, the Bond Purchase Agreement or any other documents in connection therewith or any other cause whatsoever pertaining to the Project Facilities, except in any case as a result of the Bonds gross negligence or arising from any breach or default on the part willful misconduct of the Company to be performed pursuant to the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in Issuer or about the defense of any such claims or actions or proceedings brought thereonTrustee. The Company may, at its cost and in its name or in the name of the Issuer, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee or the Issuer, as applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with wit the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is proceedings are brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event within 15 days of receipt of service) give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense. The Company shall not be liable for any settlement made without its written consent. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer or the Trustee Trustee, or their respective members, officers, officials or employees, for their gross negligence or willful misconduct. The foregoing indemnification is intended to and shall include the indemnification of all affected officials, directors, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.

Indemnification of Issuer and Trustee. The Company agrees that the Issuer, Allegheny County and their respective members, officers, employees, and the Trustee and its officers and employees shall not be liable for and the Company covenants and agrees to protect, exonerate, defend, will indemnify and save hold the IssuerIssuer and Trustee, Allegheny County and their respective members, officers and employees, and the Trustee and State of Utah, including its members, officers and employees, free and harmless from any loss, claim, damage, tax, penalty, liability, disbursement, litigation expenses, attorneys’ fees and against (a) expenses or court costs arising out of, or in any and all costsway relating to, damages the execution or liabilities which may arise out performance of the Indenture, this Agreement, the Bond Purchase Agreement (the “Bond Purchase Agreement”) among the Underwriter, the Issuer and the Company or any other documents in connection therewith, or any other cause whatsoever pertaining to the Project Facilities (including without limitation any loss, claim, damage, tax penalty, liability, disbursement, litigation expenses, attorneys’ fees and expenses or court costs asserted or arising under any federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating or relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material), or the Bonds, including the issuance or sale of the Bonds Bonds, or arising from failure to issue or sell the Bonds, actions taken under the Bonds, the Indenture, this Agreement, the Bond Purchase Agreement or any breach other documents in connection therewith or default on any other cause whatsoever pertaining to the part Project Facilities, except in any case as a result of the Company to be performed pursuant to gross negligence or willful misconduct of the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in Issuer or about the defense of any such claims or actions or proceedings brought thereonTrustee. The Company may, at its cost and in its name or in the name of the Issuer, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee or the Issuer, as applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is proceedings are brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event event, within 15 days of receipt of service) ), give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense. The Company shall not be liable for any settlement made without its written consent. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer or the Trustee for their gross negligence or willful misconduct. The foregoing indemnification is intended to and shall include the indemnification of all affected officials, directors, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, law and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.

Indemnification of Issuer and Trustee. The Company agrees that will indemnify and hold the IssuerIssuer and its members, Allegheny County and their respective membersdirectors, officers, elected officials, employees, agents and representatives free and harmless from, and will indemnify and hold the Trustee and its officers officers, employees and employees shall not be liable for agents free and harmless from, any loss, claim, damage, tax, penalty, liability, disbursement, litigation expenses, attorneys’ fees and expenses or court costs arising out of, or in any way relating to, the Company covenants execution or performance of the Indenture, this Agreement, the Bond Purchase Agreement or any other documents in connection therewith, or any other cause and/or matter whatsoever pertaining to the Project Facilities (including without limitation any loss, claim, damage, tax penalty, liability, disbursement, litigation expenses, attorneys’ fees and agrees expenses or court costs asserted or arising under any federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating or relating to protector imposing liability or standards of conduct concerning any hazardous, exoneratetoxic or dangerous waste, defendsubstance or material), indemnify and save or the IssuerBonds, Allegheny County and their respective membersincluding the issuance or sale of the Bonds, officers and employeesor the failure to issue or sell the Bonds, and actions taken under the Bonds, the Indenture, this Agreement, the Bond Purchase Agreement or any other documents in connection therewith or any other cause whatsoever pertaining to the Project Facilities, except in any case as a result of the gross negligence or willful misconduct of the Issuer or any Issuer indemnified party or as a result of the negligence or willful misconduct of the Trustee and its officers and employees, harmless from and against (a) or any and all costs, damages or liabilities which may arise out of the issuance of the Bonds or arising from any breach or default on the part of the Company to be performed pursuant to the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in or about the defense of any such claims or actions or proceedings brought thereonTrustee indemnified party. The Company may, at its cost and in its name or in the name of the IssuerIssuer or the Trustee, as the case may be, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer or the Trustee, as the case may be, will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee or the Issuer, as applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is proceedings are brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event within 15 days of receipt of serviceservice by such party) give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense. The Company shall not be liable for any settlement made without its consent. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer or the Trustee for their gross negligence or willful misconduct. The foregoing indemnification is intended to and shall include the indemnification of all affected officials, directors, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.14

Indemnification of Issuer and Trustee. The Company agrees that the Issuer, Allegheny County the State and their respective members, officers, employeesemployees and agents, and the Trustee and the Tender Agent and each of its officers officers, employees and employees agents, shall not be liable for for, and the Company covenants and agrees to protect, exonerate, defend, indemnify and save the Issuer, Allegheny County the State and their respective members, officers officers, employees and employeesagents, and the Trustee and its officers officers, employees and employeesagents, harmless from and against (a) any and all costs, damages or liabilities which may arise out of the issuance of the Bonds Bonds, the refinancing of the Project Facilities or arising from any breach or default on the part of the Company to be performed pursuant to the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in or about the defense of any such claims or actions or proceedings brought thereon; except in any case with respect to (1) the Issuer, the State and their respective members, officers, employees and agents as a result of the gross negligence or willful misconduct of the Issuer, the State and such respective members, officers, employees and agents and (2) the Trustee and its officers, employees and agents as a result of the negligence or willful misconduct of the Trustee or such officers, employees or agents. The Company may, at its cost and in its name or in the name of the IssuerIssuer or the Trustee, as the case may be, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer or the Trustee, as the case may be, will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee Issuer or incurred without negligence or willful misconduct on the Issuerpart of the Trustee, as applicable, on account of any action taken or omitted to be taken by the Trustee Issuer or the IssuerTrustee, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee Issuer and the Issuer Trustee, as applicable, in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event within 15 days of receipt of service) give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an An indemnified party may employ separate counsel and participate in the defense. The Company shall not be liable for any settlement made without its consent. Notwithstanding anything contained herein to the contrarydefense thereof, and the Company shall not be obligated to indemnify or hold harmless pay the Issuer or the Trustee for their gross negligence or willful misconduct. The foregoing indemnification is intended to reasonable fees and shall include the indemnification expenses of all affected officials, directors, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.such separate counsel; 13

Indemnification of Issuer and Trustee. The Company agrees that the Issuer, Allegheny County and their respective members, officers, employees, and the Trustee and its officers and employees shall not be liable for and the Company covenants and agrees to protect, exonerate, defend, indemnify and save the Issuer, Allegheny County and their respective members, officers and employees, and the Trustee and its officers and employees, harmless from and against (a) any and all costs, damages or liabilities which may arise out of the issuance of the Bonds or arising from any breach or default on the part of the Company of any obligation to be performed pursuant to the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in or about the defense of any such claims or actions or proceedings brought thereon. The Company may, at its cost and in its name or in the name of the Issuer, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee or the Issuer, as applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is proceedings are brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event within 15 days of receipt of service) give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense. The Company shall not be liable for any settlement made without its written consent. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer or the Trustee Trustee, or their respective members, officers, officials, directors, trustees or employees, for their gross negligence or willful misconduct. The foregoing indemnification is intended to and shall include the indemnification of all affected members, officers, officials, directors, trustees, officers trustees and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.

Indemnification of Issuer and Trustee. The Company agrees that the Issuer, Allegheny County and their respective members, officers, employees, and the Trustee and its officers and employees shall not be liable for and the Company covenants and agrees to protect, exonerate, defend, will indemnify and save hold the IssuerIssuer and Trustee, Allegheny County and their respective members, officers and employees, and the Trustee and State of Indiana, including its members, officers and employees, free and harmless from any loss, claim, damage, tax, penalty, liability, disbursement, litigation expenses, attorneys'fees and against (a) expenses or court costs arising out of, or in any and all costsway relating to, damages the execution or liabilities which may arise out performance of the Indenture, this Agreement, the Bond Purchase Agreement (the "Bond Purchase Agreement") among Xxxxxx Xxxxxxx & Co. Incorporated, the Issuer and the Company or any other documents in connection therewith, or any other cause whatsoever pertaining to the Project Facilities (including without limitation any loss, claim, damage, tax penalty, liability, disbursement, litigation expenses, attorneys' fees and expenses or court costs asserted or arising under any federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating or relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material), or the Bonds, including the issuance or sale of the Bonds Bonds, or arising from failure to issue or sell the Bonds, actions taken under the Bonds, the Indenture, this Agreement, the Bond Purchase Agreement or any breach other documents in connection therewith or default on any other cause whatsoever pertaining to the part Project Facilities, except in any case as a result of the Company to be performed pursuant to gross negligence or willful misconduct of the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in Issuer or about the defense of any such claims or actions or proceedings brought thereonTrustee. The Company may, at its cost and in its name or in the name of the Issuer, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s 's rights under this Agreement; in such event, the Issuer will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee or the Issuer, as applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is proceedings are brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event within 15 days of receipt of service) give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense. The Company shall not be liable for any settlement made without its consent. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer or the Trustee for their gross negligence or willful misconduct. The foregoing indemnification is intended to and shall include the indemnification of all affected officials, directors, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.

Indemnification of Issuer and Trustee. The Company agrees that the Issuer, Allegheny County and their respective members, officers, employees, and the Trustee and its officers and employees shall not be liable for and the Company covenants and agrees to protect, exonerate, defend, will indemnify and save hold the IssuerIssuer and Trustee, Allegheny County and their respective members, officers and employees, and the Trustee and Commonwealth of Pennsylvania, including its members, officers and employees, free and harmless from any loss, claim, damage, tax, penalty, liability, disbursement, litigation expenses, attorneys’ fees and against (a) expenses or court costs arising out of, or in any and all costsway relating to, damages the execution or liabilities which may arise out performance of the Indenture, this Agreement, the Bond Purchase Agreement (the “Bond Purchase Agreement”) among the Underwriter, the Issuer and the Company or any other documents in connection therewith, or any other cause whatsoever pertaining to the Project Facilities (including without limitation any loss, claim, damage, tax penalty, liability, disbursement, litigation expenses, attorneys’ fees and expenses or court costs asserted or arising under any federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating or relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material), or the Bonds, including the issuance or sale of the Bonds Bonds, or arising from failure to issue or sell the Bonds, actions taken under the Bonds, the Indenture, this Agreement, the Bond Purchase Agreement or any breach other documents in connection therewith or default on any other cause whatsoever pertaining to the part Project Facilities, except in any case as a result of the Company to be performed pursuant to gross negligence or willful misconduct of the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in Issuer or about the defense of any such claims or actions or proceedings brought thereonTrustee. The Company may, at its cost and in its name or in the name of the Issuer, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee or the Issuer, as applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is proceedings are brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event event, within 15 days of receipt of service) ), give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense. The Company shall not be liable for any settlement made without its written consent. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer or the Trustee for their gross negligence or willful misconduct. The foregoing indemnification is intended to and shall include the indemnification of all affected officials, directors, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, law and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.

Indemnification of Issuer and Trustee. The Company agrees that the Issuer, Allegheny County and their respective members, officers, employees, and the Trustee and its officers and employees shall not be liable for and the Company covenants and agrees to protect, exonerate, defend, will indemnify and save hold the IssuerIssuer and Trustee, Allegheny County and their respective members, officers and employees, and the Trustee and State of Ohio, including its members, officers and employees, free and harmless from any loss, claim, damage, tax, penalty, liability, disbursement, litigation expenses, attorneys’ fees and against (a) expenses or court costs arising out of, or in any and all costsway relating to, damages the execution or liabilities which may arise out performance of the Indenture, this Agreement, the Bond Purchase Agreement (the “Bond Purchase Agreement”) among the Underwriter, the Issuer and the Company or any other documents in connection therewith, or any other cause whatsoever pertaining to the Project Facilities (including without limitation any loss, claim, damage, tax penalty, liability, disbursement, litigation expenses, attorneys’ fees and expenses or court costs asserted or arising under any federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating or relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material), or the Bonds, including the issuance or sale of the Bonds Bonds, or arising from failure to issue or sell the Bonds, actions taken under the Bonds, the Indenture, this Agreement, the Bond Purchase Agreement or any breach other documents in connection therewith or default on any other cause whatsoever pertaining to the part Project Facilities, except in any case as a result of the Company to be performed pursuant to gross negligence or willful misconduct of the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in Issuer or about the defense of any such claims or actions or proceedings brought thereonTrustee. The Company may, at its cost and in its name or in the name of the Issuer, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee or the Issuer, as applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is proceedings are brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event event, within 15 days of receipt of service) ), give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the CompanyCompany and only to the extent of that prejudice. At its own expense, an indemnified party may employ separate counsel and participate in If the defense. The Company shall not have employed counsel to have charge of the defense of the action or proceeding, or if the Issuer shall have concluded reasonably that there may be liable for any settlement made a defense available to it which is in conflict with those available to the Company or the Trustee, (a) the company shall not have the right to direct the defense of the action, claim or proceeding on behalf of the Issuer and (b) legal and other expenses incurred by the Issuer (including without its consentlimitation, to the extent permitted by law, reasonable attorneys’ fees and expenses) shall be borne by the Company. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer or the Trustee for their its gross negligence or willful misconduct. The foregoing indemnification is intended to and shall include the indemnification of all affected officials, directors, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, law and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.

Indemnification of Issuer and Trustee. The Company agrees that the Issuer, Allegheny County Issuer and their respective the Trustee and the members, officers, employees, agents and the Trustee and its officers and employees attorneys thereof shall not be liable for and the Company covenants and agrees to protect, exonerate, defend, indemnify and save the Issuer, Allegheny County Issuer and their respective the members, officers and officers, employees, agents and attorneys thereof and the Trustee and Trustee, its officers and employees, harmless from and against (a) any and all costs, damages or liabilities which may arise out of the issuance of the Bonds or arising from any breach or default on the part of the Company to be performed pursuant to the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in or about the defense of any such claims or actions or proceedings brought thereon. The Company may, at its cost and in its name or in the name of the Issuer, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s 's rights under this Agreement; in such event, the Issuer will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee or the Issuer, as applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event within 15 days of receipt of service) give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense. The Company shall not be liable for any settlement made without its consent. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer or the Trustee for their gross negligence or willful misconduct. The foregoing indemnification is intended to and shall include the indemnification of all affected officials, directors, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.

Indemnification of Issuer and Trustee. The Company agrees that the Issuer, Allegheny County and their respective members, officers, employeesemployees and agents, and the Trustee and its officers officers, employees and employees agents, shall not be liable for for, and the Company covenants and agrees to protect, exonerate, defend, indemnify and save the Issuer, Allegheny County and their respective members, officers officers, employees and employeesagents, and the Trustee and its officers officers, employees and employeesagents, harmless from and against (a) any and all costs, damages or liabilities which may arise out of the issuance of the Bonds Bonds, the refinancing of the Project Facilities or arising from any breach or default on the part of the Company to be performed pursuant to the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in or about the defense of any such claims or actions or proceedings brought thereon; except in any case with respect to (1) the Issuer, Allegheny County and their respective members, officers, employees and agents as a result of the gross negligence or willful misconduct of the Issuer, Allegheny County and such respective members, officers, employees and agents and (2) the Trustee and its officers, employees and agents as a result of the negligence or willful misconduct of the Trustee or such officers, employees or agents. The Company may, at its cost and in its name or in the name of the IssuerIssuer or the Trustee, as the case may be, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer or the Trustee, as the case may be, will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee Issuer or incurred without negligence or willful misconduct on the Issuerpart of the Trustee, as applicable, on account of any action taken or omitted to be taken by the Trustee Issuer or the IssuerTrustee, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee Issuer and the Issuer Trustee, as applicable, in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event within 15 days of receipt of service) give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an An indemnified party may employ separate counsel and participate in the defensedefense thereof, and the Company shall pay the reasonable fees and expenses of such separate counsel; provided, however, that an indemnified party may only employ separate counsel at the expense of the Company if in the reasonable, good faith judgment of such indemnified party (i) a conflict of interest exists by reason of common representation or (ii) there are legal defenses available to such indemnified party that are different from or are in addition to those available to the Company or another indemnified party or if all parties commonly represented do not agree as to the action (or inaction) of counsel. Such indemnified party agrees to give the Company prior written notice of any determination that such a conflict exists and that it intends to retain separate counsel. The Company shall not be liable for any settlement made of any such action or proceeding effected without its consentwritten consent (which shall not be unreasonably withheld or delayed), but if settled with the consent of the Company, or if there be a final judgment for the plaintiff in any such action, the Company agrees to indemnify and hold harmless any such indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer Issuer, Allegheny County or the Trustee their respective members, officers, employees and agents for their gross negligence or willful misconduct. misconduct (as finally determined by a court of competent jurisdiction) or the Trustee or its officers, employees and agents for their negligence or willful misconduct .. The foregoing indemnification is intended to and shall include the indemnification of all affected officials, directors, trustees, officers officers, employees and employees agents of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.

Indemnification of Issuer and Trustee. The Company agrees that the Issuer, Allegheny County the State and their respective members, officers, employeesemployees and agents, and the Trustee and the Tender Agent and each of its officers officers, employees and employees agents, shall not be liable for for, and the Company covenants and agrees to protect, exonerate, defend, indemnify and save the Issuer, Allegheny County the State and their respective members, officers officers, employees and employeesagents, and the Trustee and its officers officers, employees and employeesagents, harmless from and against (a) any and all costs, damages or liabilities which may arise out of the issuance of the Bonds Bonds, the refinancing of the Project Facilities or arising from any breach or default on the part of the Company to be performed pursuant to the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in or about the defense of any such claims or actions or proceedings brought thereon; except in any case with respect to (1) the Issuer, the State and their respective members, officers, employees and agents as a result of the gross negligence or willful misconduct of the Issuer, the State and such respective members, officers, employees and agents and (2) the Trustee and its officers, employees and agents as a result of the negligence or willful misconduct of the Trustee or such officers, employees or agents. The Company may, at its cost and in its name or in the name of the IssuerIssuer or the Trustee, as the case may be, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer or the Trustee, as the case may be, will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee Issuer or incurred without negligence or willful misconduct on the Issuerpart of the Trustee, as applicable, on account of any action taken or omitted to be taken by the Trustee Issuer or the IssuerTrustee, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee Issuer and the Issuer Trustee, as applicable, in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event within 15 days of receipt of service) give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an An indemnified party may employ separate counsel and participate in the defense. The Company shall not be liable for any settlement made without its consent. Notwithstanding anything contained herein to the contrarydefense thereof, and the Company shall not be obligated to indemnify or hold harmless pay the Issuer or the Trustee for their gross negligence or willful misconduct. The foregoing indemnification is intended to reasonable fees and shall include the indemnification expenses of all affected officials, directors, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.such separate counsel;

Indemnification of Issuer and Trustee. The Company Corporation agrees that the Issuer, Allegheny County Authority and their respective the members, officers, employees, and the Trustee and its officers and employees thereof shall not be liable for and the Company -------------------------------------------------------------------------------- Loan Agreement, Series 1997 Bonds Page 12 Klearfold, Inc. Corporation covenants and agrees to protect, exonerate, defend, indemnify and save the Issuer, Allegheny County Authority and their respective the members, officers officers, employees and employees, agents thereof and the Trustee Trustee, its officers, directors, employees and its officers and employeesagents, harmless from and against (a) any and all costs, damages or liabilities which may arise out of the issuance of the Bonds or the Authority's and the Trustee's execution of the Documents or any of them, the Authority's and the Trustee's performance thereunder or arising from any breach or default on the part of the Company Corporation in the performance of any covenant or agreement on the part of the Corporation to be performed pursuant to the terms of this Agreement or any of the other Documents; and (b) from and against all reasonable costs, counsel fees, including the allocated costs and expenses of in-house counsel and legal staff, expenses and liabilities incurred in or about the defense of any such claims or actions action or proceedings brought thereon. The Company Corporation may, at its cost and in its name or in the name of the IssuerAuthority and/or the Trustee, prosecute or take any other action involving third persons which the Company Corporation deems necessary in order to ensure insure or protect the Company’s Corporation's rights under this Agreement; in such event, the Issuer Authority and the Trustee will reasonably cooperate with the CompanyCorporation, but at the sole expense of the CompanyCorporation. The Company agrees Authority or Trustee, as the case may be, shall give prompt written notice to indemnify the Trustee and the Issuer for and to hold each Corporation of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending any claim asserted against the same) incurred without gross negligence Authority, its members, officers, employees or willful misconduct on agents or the part Trustee, its officers, directors, employees or agents, when such claim becomes known and which, if sustained, may result in liability of the Trustee or Corporation hereunder; provided, however, that the Issuer, as applicable, on account of any action taken or omitted to be taken failure by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is brought against the Issuer Authority or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event within 15 days of receipt of service) give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that such notice shall not relieve the Company Corporation from any of its obligations under this Section unless to protect, exonerate, defend, indemnify and save the Authority and its members, officers or employees or the Trustee, its officers, directors, employees, and agents harmless as aforesaid, except to the extent that the failure materially prejudices to give such notice results in actual loss or damage to the Corporation; and in case any action or proceeding be brought against the Authority, its members, officers, employees or agents or the Trustee, its officers, directors, employees or agents, by reason of any such claim, the Corporation, upon notice as aforesaid, covenants and agrees diligently to resist or defend such action or proceedings; provided, however, that the indemnified party or parties will cooperate and assist, at the expense of the Corporation, in the defense of the such action or proceeding if reasonably requested to do so by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense. The Company shall not be liable for any settlement made without its consentCorporation. Notwithstanding anything contained herein to the contrary, the Company Corporation shall not be obligated to indemnify or hold harmless the Issuer Authority or its members, officers, employees or agents for its or their gross negligence or willful misconduct or the Trustee Trustee, it's officers, directors and employees for its or their gross negligence or willful misconduct. The foregoing indemnification is intended to and shall include the indemnification of all affected officials, directors, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law, and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.