Common use of Indemnification of Issuer and Trustee Clause in Contracts

Indemnification of Issuer and Trustee. The Company shall indemnify and save the Issuer and the Trustee harmless from and against all claims, losses, liabilities, damages, costs and expenses (including, without limitation, attorney’s fees and expenses) by or on behalf of any person, firm or corporation arising from the conduct or management of, or from any work or thing done in, on or about, the Project during the Lease Term, and against and from all claims, losses, liabilities, damages, costs and expenses (including, without limitation, attorney’s fees and expenses) arising during the Lease Term from (a) any condition of the Project caused by the Company, (b) any breach or default on the part of the Company in the performance of any of its obligations under this Lease Agreement, (c) any contract entered into in by the Company or its sublessee, if any, in connection with the acquisition, purchase, construction, improving, equipping or remodeling of the Project, (d) any act of negligence of the Company or of any of its agents, contractors, servants, employees or licensees, and (e) any act of negligence of any assignee or sublessee of the Company, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the Company; provided, however, the indemnification contained in this Section 10.5 shall not extend to the Issuer if (i) such claim is the result of work being performed at the Project by employees of the Issuer, or (ii) such claim is the result of the Issuer’s negligence or willful misconduct. The Company shall indemnify and save the Issuer and the Trustee harmless from and against all costs and expenses, including, without limitation, attorney’s fees and expenses, (except those which have arisen from the willful misconduct or negligence of the Issuer or the Trustee) incurred in or in connection with any action or proceeding brought in connection with claims arising from circumstances described in clauses (a) through (e), and upon notice from the Issuer or the Trustee, the Company shall defend them or either of them in any such action or proceeding. The Company agrees to indemnify and reimburse the Issuer and the Trustee, and their respective members, directors, officers, employees, agents, attorneys, successors and assigns for any liability, loss, damage, expense or cost, including, without limitation, attorney’s fees and expenses, arising out of or incurred by the Issuer or the Trustee or their respective members, directors, officers, employees, agents, attorneys, successors and assigns, which is the result of any liability, loss, damage, expense or cost sustained as a result of any failure to comply any law, statute, ordinance, rule, code, order or regulation, whether federal, state or local, relating to environmental protection, environmental contamination and the cleanup thereof, asbestos, underground storage tanks and other environmental matters (“Environmental Laws”) or of there being located in, on or about the Project Site or the Project any hazardous, dangerous, or toxic pollutants, wastes or chemicals, together with attorney’s fees and expenses incurred in connection with the defense of any action against the Issuer or the Trustee arising out of the above. The Company represents and warrants to the Issuer and the Trustee that the Project Site and the Project and their respective prior and existing uses have at all times complied with and will comply with all Environmental Laws. The Company shall promptly and diligently take or cause to be taken all actions necessary to cure any noncompliance with any Environmental Law and shall be solely responsible for any violation by it, its employees or agents of any Environmental Laws, and the Company further agrees that it will take all necessary action to clean-up, eliminate or contain any environmental contamination, including contamination caused by any previous owner of the Project or the Project Site, and will pay in full all costs and expenses associated with such action.

Indemnification of Issuer and Trustee. The Company Subject to Section 12.4, the Tenant shall cause a Tenant’s Delegee to, and as to matters which accrue or arise during the term of the Sublease Subtenant shall, indemnify and save the Issuer and the Trustee harmless from and against all claims, losses, liabilities, damages, costs and expenses (including, without limitation, attorney’s fees and expenses) by or on behalf of any person, firm or corporation arising from the conduct or management of, or from any work or thing done in, on or about, the Project during the Lease Term, and against and from all claims, losses, liabilities, damages, costs and expenses (including, without limitation, attorney’s fees and expenses) arising during the Lease Term from (a) any condition of the Project caused by the CompanyTenant, (b) any breach or default on the part of the Company Tenant in the performance of any of its obligations under this Lease AgreementLease, (c) any contract entered into in by the Company Tenant or its sublessee, if any, in connection with the acquisition, purchase, construction, improving, equipping or remodeling of the Project, (d) any act of negligence of the Company Tenant or of any of its agents, contractors, servants, employees or licensees, and (e) any act of negligence of any assignee or sublessee of the CompanyTenant, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the CompanyTenant; provided, however, the indemnification contained in this Section 10.5 shall not extend to the Issuer or the Trustee if (i) such claim is the result of work being performed at the Project by employees of the Issuer, or (ii) such claim is the result of the Issuer’s negligence or willful misconduct. The Company Subject to Section 12.4, the Tenant shall cause a Tenant’s Delegee to, and as to matters which accrue or arise during the term of the Sublease Subtenant shall, indemnify and save the Issuer and the Trustee harmless from and against all costs and expenses, including, without limitation, attorney’s fees and expenses, (except those which have arisen from the willful misconduct or negligence of the Issuer or the Trustee) incurred in or in connection with any action or proceeding brought in connection with claims arising from circumstances described in clauses (a) through (e), and upon notice from the Issuer or the Trustee, subject to Section 12.4, the Company Tenant shall cause a Tenant’s Delegee to, and as to matters which accrue or arise during the term of the Sublease Subtenant shall, defend them or either of them in any such action or proceeding. The Company agrees Subject to Section 12.4, the Tenant shall cause a Tenant’s Delegee to, and as to matters which accrue or arise during the term of the Sublease Subtenant shall, indemnify and reimburse the Issuer and the Trustee, and their respective members, directors, officers, employees, agents, attorneys, successors and assigns for any liability, loss, damage, expense or cost, including, without limitation, attorney’s fees and expenses, arising out of or incurred by the Issuer or the Trustee or their respective members, directors, officers, employees, agents, attorneys, successors and assigns, which is the result of any liability, loss, damage, expense or cost sustained as a result of any failure to comply any law, statute, ordinance, rule, code, order or regulation, whether federal, state or local, relating to environmental protection, environmental contamination and the cleanup thereof, asbestos, underground storage tanks and other environmental matters (“Environmental Laws”) or of there being located in, on or about the Project Site or the Project any hazardous, dangerous, or toxic pollutants, wastes or chemicals, together with attorney’s fees and expenses incurred in connection with the defense of any action against the Issuer or the Trustee arising out of the above. The Company Tenant represents and warrants to the Issuer and the Trustee that that, limited to the actual knowledge of the President of the sole member of the Tenant, the Project Site and the Project and their respective prior and existing uses have at all times complied complies with and will comply with all Environmental Laws. The Company Subject to Section 12.4, the Tenant shall cause a Tenant’s Delegee to, and as to matters which accrue or arise during the term of the Sublease Subtenant shall, promptly and diligently take or cause to be taken all actions necessary to cure any noncompliance with any Environmental Law and shall Law, be solely responsible for any violation by it, its employees or agents of any Environmental Laws, and the Company further agrees that it will take all necessary action to clean-up, eliminate or contain any environmental contamination, including contamination caused by any previous owner of the Project or the Project Site, and will pay in full all costs and expenses associated with such action.

Indemnification of Issuer and Trustee. The Company agrees to indemnify the Trustee for and to hold the Trustee 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, on account of any action taken or omitted to be taken by the Trustee 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 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. The Company hereby releases the Issuer from and covenants and agrees that the Issuer shall not be liable for, and to indemnify and save the Issuer and its members, directors, officers, officials, employees and persons who “control” the Trustee Issuer, as that term is defined in Section 15 of the Securities Act of 1933, as amended, and the State, and its members, officers, officials and employees (collectively, the “Issuer Indemnified Parties”), free and harmless from and against any and all claimsliabilities, losses, liabilities, damages, costs and expenses (including, without limitation, attorney’s including attorneys’ fees and expenses) by or on behalf of any person, firm or corporation arising from the conduct or management of, or from any work or thing done in, on or about, the Project during the Lease Term, and against and from all claims, losses, liabilities, damages, costs and expenses (including, without limitation, attorney’s fees and expenses) arising during the Lease Term from (a) any condition of the Project caused by the Company, (b) any breach or default on the part of the Company in and the performance Issuer Indemnified Parties), causes of action, suits, claims, demands and judgments of whatsoever kind and nature (including those arising or resulting from any injury to or death of any of its obligations under this Lease Agreement, (cperson or damage to property) any contract entered into in by the Company or its sublessee, if any, in connection with the acquisition, purchase, construction, improving, equipping or remodeling of the Project, (d) any act of negligence of the Company or of any of its agents, contractors, servants, employees or licensees, and (e) any act of negligence of any assignee or sublessee of the Company, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the Company; provided, however, the indemnification contained in this Section 10.5 shall not extend to the Issuer if (i) such claim is the result of work being performed at the Project by employees of the Issuer, or (ii) such claim is the result of the Issuer’s negligence or willful misconduct. The Company shall indemnify and save the Issuer and the Trustee harmless arising from and against all costs and expenses, including, without limitation, attorney’s fees and expenses, (except those which have arisen from the willful misconduct or negligence of the Issuer or the Trustee) incurred in or in connection with any action manner directly or proceeding brought in connection with claims arising from circumstances described in clauses (a) through (e), and upon notice from the Issuer or the Trustee, the Company shall defend them or either of them in any such action or proceeding. The Company agrees to indemnify and reimburse the Issuer and the Trustee, and their respective members, directors, officers, employees, agents, attorneys, successors and assigns for any liability, loss, damage, expense or cost, including, without limitation, attorney’s fees and expenses, arising indirectly growing out of or incurred by the Issuer or the Trustee or their respective members, directors, officers, employees, agents, attorneys, successors and assigns, which is the result of any liability, loss, damage, expense or cost sustained as a result of any failure to comply any law, statute, ordinance, rule, code, order or regulation, whether federal, state or local, relating to environmental protection, environmental contamination and the cleanup thereof, asbestos, underground storage tanks and other environmental matters (“Environmental Laws”) or of there being located in, on or about the Project Site or the Project any hazardous, dangerous, or toxic pollutants, wastes or chemicals, together with attorney’s fees and expenses incurred in connection connected with the defense of any action against the Issuer or the Trustee arising out of the above. The Company represents and warrants to the Issuer and the Trustee that the Project Site and the Project and their respective prior and existing uses have at all times complied with and will comply with all Environmental Laws. The Company shall promptly and diligently take or cause to be taken all actions necessary to cure any noncompliance with any Environmental Law and shall be solely responsible for any violation by it, its employees or agents of any Environmental Laws, and the Company further agrees that it will take all necessary action to clean-up, eliminate or contain any environmental contamination, including contamination caused by any previous owner of the Project or the Project Site, and will pay in full all costs and expenses associated with such action.following: