Common use of Indemnity Against Claims Clause in Contracts

Indemnity Against Claims. (a) Notwithstanding anything to the contrary contained herein or in any of the Bonds, the Indenture or in any other instrument or document executed by or on behalf of the Issuer in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

Indemnity Against Claims. The Company releases the Issuer from, agrees that the Issuer shall not be liable for, and indemnifies the Issuer against, all liabilities, claims, costs and expenses imposed upon or asserted against the Issuer on account of: (a) Notwithstanding anything the maintenance, operation and use of the Project; (b) any breach or default on the part of the Company in the performance of any covenant or agreement of the Company under this Agreement or the Note or arising from any act or failure to act by the contrary contained herein or in any Company under such documents; (c) the refunding of the Refunded Bonds, the issuance of the Bonds, and the provision of any information furnished by the Company in connection therewith concerning the Project or the Company (including, without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 3.2 or for inclusion in, or as a basis for preparation of, the information statements filed by the Issuer pursuant to the Code) or the subsequent remarketing or determination of the interest rate or rates on the Bonds; (d) any audit of the tax status of the interest on the Bonds; and (e) any claim or action or proceeding with respect to the matters set forth in (a), (b), (c) and (d) above brought thereon, except to the extent that any liability, claim, cost or loss was due to the Issuer’s willful misconduct. The Company agrees to indemnify the Trustee and to hold the Trustee harmless against, any and all loss, claim, damage, fine, penalty, liability or expense incurred by it, including out-of-pocket and incidental expenses and legal fees and expenses (“Losses”), arising out of or in connection with the acceptance or administration of the Indenture or in any other instrument the trusts thereunder or document executed by the performance of its duties thereunder or on behalf of the Issuer in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreement, including the costs and expenses of defending itself against or investigating any claim (whether asserted by the Issuer, the Company, a Bondholder, or any other person) of liability in the premises, except to the extent that any such loss, liability or expense was due to its own negligence or bad faith. In addition to and not in limitation of the preceding sentence, the Company agrees to indemnify the Trustee and any predecessor Trustee and its agents, officers, directors and employees for any Losses that may be imposed on, incurred by or asserted against it for following any instructions or directions upon which the Trustee is authorized to rely pursuant to the Indenture, the Bonds . In case any action or such other instruments or documents unless the Issuer proceeding is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered brought against the Issuer for breach or the Trustee, in respect of its obligations under this Agreementwhich indemnity may be sought hereunder, the Indenture, the Bonds party seeking indemnity shall promptly give notice of that action or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice proceeding to the Company, and the Company upon receipt of that notice shall have the sole obligation and the right and duty to assumeassume the defense of the action or proceeding; provided, that failure to give that notice shall not relieve the Company from any of its obligations under this section except to the extent, and will assumeonly to the extent, that such failure prejudices the defense of the claim, demand, action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense; provided, however, where it is ethically inappropriate for one firm to represent the interests of the Issuer and any other indemnified party or parties, the defense thereofCompany shall pay the Issuer’s or the Trustee’s legal expenses, respectively, in connection with the Issuer’s or the Trustee’s retention of separate counsel. The Company shall not be liable for any settlement made without its consent. The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers and employees of the Issuer and the Trustee. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full power to litigate, compromise or settle the same in its sole discretionextent permitted by law.

Indemnity Against Claims. (a) Notwithstanding anything To the extent the US Master Purchaser is not indemnified under Clause 11.2, the US Master Purchaser shall not have any obligation or liability with respect to the contrary contained herein any US Receivables contributed by such US Originator or in with respect to any of the Bonds, Contracts under which they arise nor will the Indenture or in US Master Purchaser be required to perform any other instrument or document executed by or on behalf of the Issuer in connection herewith, (i) the Issuer shall have no obligation to take action obligations of such US Originator under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefromContracts. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and Such US Originator will indemnify and hold harmless harmless, on an after Tax basis, the Issuer from US Master Purchaser and the Security Agent against any cost, claim, loss, expense, liability or damages (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, including legal costs and expenses out-of-pocket expenses) properly incurred or otherwise suffered by any of them in connection with any claim or counterclaim or action of whatsoever nature made by a customer or any third party arising out of or resulting in connection with a Contract under which a US Receivable contributed by such US Originator hereunder arises or any goods or services which are the subject of such a Contract or US Receivable (including any claim or counterclaim of a customer or third party in respect of product liability, property damage, personal injury, consequential loss or other similar claim), except to the extent such cost, claim, loss, expense, liability or damages result from the transactions contemplated by this Agreement gross negligence or willful misconduct of the US Master Purchaser or the Security Agent, as the case may be, and such US Originator undertakes to pay on demand to the IndentureUS Master Purchaser or the Security Agent, including as the reasonable fees and expenses case may be, without any set-off, deduction or withholding whatsoever the amount of counsel. If any such lien cost, claim, loss, expense, liability or charge is sought to be imposed upon payments, damages so suffered or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.incurred;

Indemnity Against Claims. (a) Notwithstanding anything The Borrower will pay, and will protect, indemnify and save the Authority and Trustee and its respective past, present and future members, officers, directors, employees, agents, successor, assigns and any other person, if any, who “controls” the Authority or Trustee, as the case may be, as that term is defined in Section 15 of the Securities Act of 1933, as amended (the Authority, the Trustee and the other listed persons, collectively referred to as, the contrary contained herein “Indemnified Persons”) harmless from and against any and all liabilities, losses, damages, taxes, penalties, costs and expenses (including attorneys’ fees and expenses of the Authority and Trustee), causes of action, suits, proceedings, claims, demands, tax reviews, investigations and judgments of whatsoever kind and nature (including, but not limited to, those arising or resulting from any injury to or death of any person or damage to property) arising from or in any manner directly or indirectly growing out of or connected with the following: (1) the use, financing, non-use, condition or occupancy of the Project, any repairs, construction, alterations, renovation, relocation, remodeling and equipping thereof or thereto or the condition of any such Project including adjoining sidewalks, streets or alleys and any equipment or facilities at any time located on or connected with such Project or used in connection therewith but which are not the result of the gross negligence of the Authority or Trustee; (2) a violation of any agreement, warranty, covenant or condition of this Agreement or any other agreement executed in connection with this Agreement; (3) a violation of any contract, agreement or restriction by the Borrower relating to the Project; (4) a violation of any law, ordinance, rules, regulation or court order affecting the Project or the ownership, occupancy or use thereof or the Bonds or use of the proceeds thereof; (5) any statement or information concerning the Borrower, any of its officers and members, its operations or financial condition generally or the Project, contained in any official statement or supplement or amendment thereto furnished to the Authority or the purchaser of any Bonds, that is untrue or incorrect in any material respect, and any omission from such official statement or any statement or information which should be contained therein for the purpose for which the same is to be used or which is necessary to make the statements therein concerning the Borrower, any of its officers and members and the Project not misleading in any material respect, provided that such official statement or supplement or amendment has been approved by the Borrower and the Indemnified Persons did not have actual knowledge of the omission or misstatement; and (6) the acceptance or administration of the Indenture, including without limitation the enforcement of any remedies under the Indenture and related documents. (b) In case any claim shall be made or any action shall be brought against one or more of the Indemnified Persons in respect of which indemnity can be sought against the Borrower pursuant to the preceding paragraph (a), the Indemnified Party seeking indemnity shall promptly notify the Borrower, in writing, and the Borrower shall promptly assume the defense thereof, including the employment of counsel chosen by the Borrower and approved by the Authority or Trustee, or both (provided, that such approval by the Authority or Trustee shall not be unreasonably withheld), the payment of all expenses and the right to negotiate and consent to settlement. If any Indemnified Person is advised in a written opinion of counsel that there may be legal defenses available to such Indemnified Person which are adverse to or in conflict with those available to the Borrower or that the defense of such Indemnified Person should be handled by separate counsel, the Borrower shall not have the right to assume the defense of such Indemnified Person, but the Borrower shall be responsible for the reasonable fees and expenses of counsel retained by such Indemnified Person in assuming its own defense, and provided also that, if the Borrower shall have failed to assume the defense of such action or to retain counsel reasonably satisfactory to the Authority or Trustee within a reasonable time after notice of the commencement of such action, the reasonable fees and expenses of counsel retained by the Indemnified Person shall be paid by the Borrower. Notwithstanding the foregoing, any one or more of the Indemnified Persons shall have the right to employ separate counsel with respect to any such claim or in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by such Indemnified Person unless the employment of such counsel has been specifically authorized by the Borrower or unless the provisions of the immediately preceding sentence are applicable. The Borrower shall not be liable for any settlement of any such action affected without the consent of the Borrower, but if settled with the consent of the Borrower or if there be a final judgment for the plaintiff in any such action with or without consent, the Borrower agrees to indemnify and hold harmless the Indemnified Person from and against any loss, liability or expense by reason of such settlement or judgment. (c) The Borrower shall also indemnify the Authority, Trustee and such Indemnified Persons for all reasonable costs and expenses, including reasonable counsel fees, incurred in: (i) enforcing any obligation of the Borrower under this Agreement or any related agreement, (ii) taking any action requested by the Borrower, (iii) taking any action required by this Agreement or any related agreement, or (iv) taking any action considered necessary by the Authority and which is authorized by this Agreement or any related agreement. If the Authority is to take any action under this Agreement or any other instrument executed in connection herewith for the benefit of the Borrower, it will do so if and only if (i) the Authority is a necessary party to any such action or proceeding, and (ii) the Authority has received specific written direction from the Borrower, as required hereunder or under any other instrument executed in connection herewith, as to the action to be taken by the Authority. (d) All amounts payable to the Authority under this Section 5.2 shall be deemed to be fees and expenses payable to the Authority for the purposes of the provisions hereof and of the Indenture dealing with assignment of the Authority’s rights hereunder. The Authority and its members, officers, agents, employees and their successors and assigns shall not be liable to the Borrower for any reason. (e) Any provision of this Agreement or any other instrument or document executed by or on behalf of the Issuer and delivered in connection herewiththerewith to the contrary notwithstanding, the Authority retains the right to (i) enforce any applicable federal or state law or regulation or resolution of the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such actionAuthority, and (ii) enforce any judgment rendered against rights accorded to the Issuer for breach Authority by federal or state law or regulation of its obligations under the Authority, and nothing in this Agreement, the Indenture, the Bonds or such other instruments or documents Agreement shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability construed as an express or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreementimplied waiver thereof. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

Indemnity Against Claims. (a) Notwithstanding anything The Buyer hereby agrees to indemnify and hold the contrary Seller and its their respective officers, directors and affiliates (collectively the “Seller Indemnified Parties”), harmless from and against the following: (i) Any and all Liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Seller Indemnified Parties (whether awarded against the Indemnified Parties or paid by the Seller Indemnified Parties in settlement of a claim as provided in Section 13.1(c) or otherwise suffered), resulting from (A) any untrue representation or breach of warranty, contained herein in this Agreement or in any of the Bondscertificate, the Indenture document, or in any other instrument or document executed by or on behalf of the Issuer in connection herewith, (i) the Issuer shall have no obligation delivered to take action Seller under this Agreement, except to the Indentureextent that any untrue representation, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of warranty results from any act or omission of Seller or its obligations agents, (B) nonfulfillment of any covenant or agreement, contained in this Agreement or in any certificate, document or instrument delivered to Seller under this Agreement, except to the Indentureextent that any nonfulfillment of any covenant or agreement results from any act or omission of Seller, the Bonds Xxxxx or such other instruments or documents shall be payable solely from the revenues derived from the Project their agents, (C) any and all obligations of Seller assumed by the Issuer under Buyer at Closing pursuant to this Agreement, (D) the Note operation or ownership of the Acquired Assets on and after the IndentureClosing, and no personal including any liabilities arising under any license or contracts assumed by the Buyer pursuant to this Agreement which relate to events occurring after the Closing Date, except to the extent that such loss, liability or charge payable directly damage results from any act or indirectly from the general funds omission of Seller or its agents; and (ii) Any and all actions, suits, proceedings, demands, assessments or judgments, costs and reasonable expenses (including reasonable attorneys’ fees) incident to any of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreementforegoing. (b) In acting The Seller hereby jointly and severally agrees to indemnify and hold the Buyer, the Company and their officers, directors and affiliates (collectively the “Buyer Indemnified Parties”), harmless from and against the following: (i) Any and all Liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Buyer Indemnified Parties (whether awarded against the Buyer Indemnified Parties or paid by the Buyer Indemnified Parties in settlement of a claim as provided in Section 13.1(c) or otherwise suffered), resulting from (A) any untrue representation or breach of warranty, contained in this Agreement or in any certificate, document, or instrument delivered to Buyer under this Agreement, except to the Indentureextent that any untrue representation, breach of warranty results from any act or omission of Buyer or its agents, (B) nonfulfillment of any covenant or agreement, contained in this Agreement or in any certificate, document or instrument delivered to Buyer under this Agreement, except to the Bonds extent that any nonfulfillment of any covenant or such other instruments agreement results from any act or documentsomission of Buyer or its agents, (C) any obligation of Seller not assumed by Buyer pursuant to this Agreement, including any liabilities arising at any time under any contract not assumed by the Buyer pursuant to this Agreement, or in refraining (D) the operation or ownership of the Purchased Assets prior to the Closing, including any liabilities relating to any licenses or contracts assumed by the Buyer pursuant to this Agreement which relate to events occurring prior the Closing Date, except to the extent that any such loss, liability or damage results from taking such actionany act or omission of Buyer or its agents; and (ii) Any and all actions, suits, proceedings, demands, assessments or judgments, costs and reasonable expenses (including reasonable attorneys’ fees) incident to any of the Issuer may conclusively rely on the advice of its counselforegoing. (c) The Company will pay Any person entitled to indemnification under this Agreement (the “Indemnified Party”) shall promptly give notice (an “Indemnification Notice”) to the parties required to provide indemnification (collectively the “Indemnifying Party”) after the Indemnified Party shall have knowledge of any demands, claims, actions or causes of action (singly, a “Claim” and discharge and will indemnify and hold harmless the Issuer from (ihereinafter referred to collectively as “Claims”) any lien or charge upon payments which might give rise to a Claim by the Company Indemnified Party against the Indemnifying Party stating the nature and basis of said Claim and amount thereof, to the Issuer under extent known. A failure to give notice hereunder shall not relieve the Note or hereunderIndemnifying Party from the obligation hereunder unless such failure to give notice shall materially and adversely affect Indemnifying Party’s ability to defend the Claim. Each such Indemnification Notice shall specify in reasonable detail the nature and amount of the Claim and shall, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under extent available to the Note Indemnified Party, include such supporting documentation as shall reasonably be necessary to apprise the Indemnifying Party of the facts giving rise to the Claim. After the delivery of an Indemnification Notice certifying that the Indemnified Party has incurred or hereunder and (iii) had asserted against it any and all liabilityliabilities, claims, losses, damages, costs and or expenses arising out for which indemnity may be sought in accordance with the terms of this Section 13 (the “Damages”), the Indemnified Party shall make a claim in an amount equal to the incurred Damages or resulting from asserted Damages, as the transactions contemplated by this Agreement case may be, and the Indenture, including Indemnifying Party shall promptly reimburse the reasonable fees Indemnified Party for the Damages for which the Indemnified Party has incurred and expenses not been indemnified. In the event the amount of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges Damages are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposednot promptly reimbursed by Indemnifying Party as aforesaid, the Issuer will give prompt amount of such unreimbursed Damages shall accrue interest at a rate equal to two percent (2%) above the prime rate as published in the Wall Street Journal. (d) With respect to any third party Claims, the Indemnifying Party may participate in the defense at any time or it may assume the defense by giving notice to the Company, and Indemnified Party. After assuming the Company shall have the sole right and duty to assume, and will assumedefense, the defense thereofIndemnifying Party: (i) must select an attorney that is satisfactory to the Indemnified Party; (ii) is not liable to the Indemnified Party for any later attorney’s fees or for any other later expenses that the Indemnified Party incurs, with full power to litigate, except for reasonable investigation costs; (iii) must not compromise or settle the same action without the Indemnified Party’s consent (unless the Claim solely is for money damages and the Indemnified Party and its officers, directors and controlling persons receive unconditional general releases); (iv) is not liable for any compromise or settlement made without its consent; (v) If the Indemnifying Party fails to assume the defense within ten (10) days after receiving notice of the action, the Indemnifying Party is bound by any determination made in the action or by any compromise or settlement made by the Indemnified Party, and also remains liable to pay the Indemnified Party’s legal fees and expenses; and (vi) The Indemnified Party will cooperate fully with the Indemnifying Party in the conduct of any proceeding as to which the Indemnifying Party assumes the defense hereunder. Such cooperation shall include (A) providing the Indemnifying Party and its sole discretioncounsel access to all books and records of the Indemnified Party to the extent reasonably related to such proceeding, (B) furnishing information about the Indemnified Party to the Indemnifying Party and their counsel, (C) making employees available to counsel to the Indemnifying Party, and (D) preserving the existence of and maintaining all books and records of the Indemnified Party or any other Indemnified Party that is an entity that may reasonably be deemed to be potentially relevant to any such proceeding until the proceeding is finally concluded.

Indemnity Against Claims. In the exercise of the powers of the Authority, the Bank, or the Trustee hereunder, including (without limiting the foregoing) the application of moneys, the investment of funds and disposition of the Project Facilities upon the occurrence of an Event of Default, neither the Authority, the Bank, the Trustee nor their members, directors, officers, employees or agents shall be accountable to the Borrower for any action taken or omitted by any of them in good faith and with the belief that it is authorized or within the discretion or rights or powers conferred hereunder or under the Indenture. The Authority, the Bank, the Trustee and their members, directors, officers, employees and agents shall be protected in acting upon any paper or document believed to be genuine, and any of them may conclusively rely upon the advice of counsel and may (but need not) require further evidence of any fact or matter before taking any action. No recourse shall be had by the Borrower for any claims based hereon or on the Indenture against any member, director, officer, employee or agent of the Authority, the Bank, or the Trustee alleging personal liability on the part of such person unless such claims are based upon the bad faith, fraud, deceit, gross negligence or willful misconduct of such person. As such, the Borrower shall indemnify and hold harmless the Authority, any person who "controls" the Authority within the meaning of Section 15 of the Securities Act of 1933, as amended, the Bank, the Trustee and each member, director, officer, employee, attorney and agent of the Authority, the Bank or the Trustee (collectively the "Indemnified Parties") against any and all claims, losses, damages or liabilities, joint and several, to which the Indemnified Parties become subject, insofar as such losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) (or actions in respect thereof) suffered by any of the Indemnified Parties caused by, relating to, arising directly or indirectly out of, resulting from or in any way connected to the Project Facility or the Project or are based upon any other act or omission in connection with (a) Notwithstanding anything the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Project Facility or any part thereof; or (b) any untrue statement of a material fact contained in information submitted or to be submitted to the contrary contained herein Indemnified Parties by the Borrower with respect to the transactions contemplated hereby; or (c) any omission of a material fact necessary to be stated therein in any order to make such statement to the Indemnified Parties not misleading or incomplete unless the losses, damages or liabilities arise from the gross negligence or willful misconduct of the Bondsperson to be indemnified. In the event any claim is made or action brought against an Indemnified Party, except for claims or actions brought which arise from the gross negligence or willful misconduct of any such person, the Indenture or in any other instrument or document executed by or on behalf Indemnified Party may direct the Borrower to assume the defense of the Issuer in connection herewith, (i) the Issuer shall have no obligation to take claim and any action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action brought thereon and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any pay all reasonable expenses (including attorneys' fees) incurred therein; or such Indemnified Party may assume the defense of any such claim or action, the reasonable cost (including attorneys' fees) of which shall be paid by the Borrower upon written request of the Indemnified Party to the Borrower, provided, that if the Authority, the Bank or the Trustee assumes such defense, no settlement of any such claim or action shall be made without the consent of the Borrower, which consent shall not be unreasonably withheld. The Borrower may engage its own counsel to participate in the defense of any such action. The defense of any such claim shall include the taking of all actions necessary or appropriate thereto. The Borrower shall not be liable for any settlement of any such action effected without Borrower's consent, but if settled with the consent of the Borrower, or if there is a final judgment for the claimant on any such action, the Borrower agrees to indemnify and (ii) hold harmless the Indemnified Parties from and against any judgment rendered against the Issuer for breach loss or liability by reason of its obligations under this Agreement, the Indenture, the Bonds such settlement or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefromjudgment. The indemnification provisions of this Section 5.23 shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Loan Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretionLoan Documents.

Indemnity Against Claims. (a) Notwithstanding anything The Company agrees that at all times it will protect and hold the Authority, its officers, members, employees and agents harmless and indemnified from and against all claims for losses, damages or injuries to others, including death, personal injury and property damage or loss, arising during the term hereof or during any other period arising out of the acquisition, installation and equipping of the Project Facilities; and the Authority shall not be liable for any loss, damage or injury to the contrary contained herein Person or in any property of the BondsCompany or its agents, the Indenture servants or in employees or any other instrument Person who or document executed which may be upon the Project Facilities or damaged or injured as a result of any condition existing or activity occurring upon the Project Facilities or any other matter connected directly or indirectly therewith due to any act or negligence of any Person, excepting only willful misconduct of the Authority, its officers, agents, members or employees. The indemnity provided for in this Section 3.10(a) shall be effective only to the extent that any loss sustained by the Authority, its officers, members, employees and agents shall be in excess of the net proceeds actually recovered and received by the Authority from, or paid on behalf of the Issuer in connection herewithAuthority by, (i) any insurance carried with respect to the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreementloss sustained. (b) In acting under this AgreementThe Company hereby covenants and agrees that it will indemnify and hold harmless the Trustee against any and all losses, damages or claims arising out of the IndentureTrustee's exercise and performance of powers and duties granted unto it by the Indenture and hereunder, and not resulting from the Bonds Trustee's willful misconduct or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counselnegligence. (c) The Company will indemnify, hold harmless and defend the Authority and the Trustee and the respective officers, members, directors, officials and employees of each of them against all losses, costs, damages, expenses, suits, judgments, actions and liabilities of whatever nature including, specifically, any liability under any state or federal securities laws (including but not limited to reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from or arising out of or related to: (i) the design, construction, installation, operation, use, occupancy, maintenance or ownership of the Project Facilities (including compliance with laws, ordinances and rules and regulations of public authorities relating thereto); or (ii) any statements or representations with respect to the Company, the Project Facilities, this Agreement, the Bonds, the Indenture, the Letter of Credit, the Reimbursement Agreement or any other documents or instruments delivered at or in connection with the closing held on the Closing Date (including any statements or representations made in connection with the offer or sale thereof) made or given to the Authority, the Trustee or any placement advisors or underwriters or purchasers of any of the Bonds, by the Company or any of its officers, agents or employees, including, but not limited to, statements or representations of facts, financial information or Company affairs. The Company also will pay and discharge and will indemnify and hold harmless the Issuer from Authority and the Trustee from: (ix) any lien or charge upon payments by the Company to the Issuer Authority and the Trustee under the Note or hereunder, this Agreement; and (iiy) any taxes (including, without limitation, any ad valorem taxes and sales taxes, assessments, impositions and other charges upon payments by in respect of any portion of the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counselProject Facilities). If any such claim is asserted, or any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, the Authority or any such liability, damages, costs and expenses are sought to be imposed, the Issuer Trustee will give prompt notice to the Company, and the Company shall will have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion. The Company's obligations, liabilities and duties hereunder shall not be diminished or altered by: (i) reason of the assumption of any defense required hereby; or (ii) the outcome of any proceeding, investigation or litigation with respect to the validity or enforceability of the matters described in this Section 3.10(c). (d) If the indemnification provided heretofore is for any reason determined to be unavailable to the Authority or the Trustee, then, with respect to any such loss, claim, demand or liability, including expenses in connection therewith, the Authority and the Trustee, as appropriate, shall be entitled as a matter of right to contribution by the Company. The amount of such contribution shall be in such proportion as is appropriate to reflect relative culpability of the parties.

Indemnity Against Claims. (a) Buyer and Parent, on the one hand, and Seller and World, on the other hand, each agree to indemnify, defend and hold the other harmless and the other’s shareholders, managers, directors, officers, employees, agents and affiliates (“Indemnified Party”) against any and all losses, claims, damages or liabilities and actions, and any legal or other expenses or costs incurred by any Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action, regardless of whether an action or claim has been filed or asserted against an Indemnified Party after the Closing Date, arising from, in connection with or with respect to the following items (the “Indemnified Party Losses”): (i) any misrepresentation made by the other, or breach or inaccuracy of any representation or warranty made by the other under this Agreement or in any other agreement or document delivered pursuant hereto or in connection herewith or with the closing of the transactions contemplated hereby; and (ii) any nonfulfillment of or failure to comply with any agreement, condition or covenant on the part of the other under this Agreement or any other agreement or document delivered pursuant hereto or in connection herewith or with the closing of the transactions contemplated hereby. (b) Buyer and Parent hereby agree to further indemnify and hold Seller and World and their employees, officers, directors and affiliates, harmless from and against any and all liabilities or obligations arising from the Purchased Assets and Assumed Liabilities relating to or for periods from and after the Closing Date. (c) Seller and World hereby agree to further indemnify and hold Buyer and Parent and their employees, officers, directors and affiliates, harmless from and against any and all liabilities or obligations arising from the Purchased Assets and Assumed Liabilities relating to or for periods prior to the Closing Date. (d) With respect to any third party claims, the Indemnifying Party may participate in the defense at any time or it may assume the defense by giving notice to the Indemnified Party. After assuming the defense, the Indemnifying Party will cooperate fully with the Indemnified Party in the conduct of any proceeding as to which the Indemnifying Party assumes the defense hereunder. (e) The remedies provided to an Indemnified Party herein shall be cumulative and shall not preclude an Indemnified Party from asserting any other rights or seeking any other remedies against an Indemnifying Party or his or its respective heirs, successors or assigns. (f) Notwithstanding anything to the contrary contained herein or in any of the Bondsherein, the Indenture or in any other instrument or document executed by or on behalf of the Issuer in connection herewith, (i) the Issuer shall have no obligation Seller’s and World’s aggregate and collective liability pursuant to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section 13 shall survive the termination of this Agreementnot exceed $250,000. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

Indemnity Against Claims. (a) Notwithstanding anything The Company releases the Trustee from, agrees that the Trustee shall not be liable for, and agrees to indemnify and hold the contrary contained herein Trustee harmless from any liabilities, losses or in damages, or claims for any liabilities, losses or damages, arising out of the Bondsfailure, the Indenture or in any other instrument or document executed by or on behalf claimed failure, of the Issuer Company to comply with its covenants contained in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreement, including, in each such case, any reasonable attorneys’ fees. The Company agrees to indemnify and hold the IndentureTrustee harmless to the fullest extent permitted by law from any losses, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any costs, charges, expenses (including reasonable attorneys' ’ fees) ), judgments and liabilities incurred by it in such connection with any action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds suit or such other instruments proceeding instituted or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or threatened in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from connection with the transactions contemplated by this Agreement and or the Indenture. However, including no provision of this Section 5.2(a) shall be construed to relieve the reasonable fees and expenses of counselTrustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. If any such lien or charge claim is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposedasserted, the Issuer Trustee will give prompt notice to the Company, Company and the Company shall have the sole right and duty to assume, and will assume, assume the defense thereofof the claim, with full power to litigate, compromise or settle the same in its sole discretion, it being understood that the Trustee will not settle or consent to the settlement of the same without the written consent of the Company. If the Company so assumes the defense of any so asserted claim, the Company will not be liable to any indemnified party under this Agreement for any legal or other expenses subsequently incurred by‌ such indemnified party in connection with that defense, other than reasonable costs of investigation. (b) The Authority and its members, officers, agents, employees, successors and assigns or other elected or appointed officials of the Authority, past, present, or future (the “Indemnified Persons”) shall not be liable to the Company for any reason. The Company shall defend, indemnify and hold the Authority and the Indemnified Persons harmless from any loss, claim, damage, tax, penalty or expense (including reasonable counsel fees), or liability of any nature due to any and all suits, actions, legal or administrative proceedings, or claims arising or resulting from, or in any way connected with: (i) any act, failure to act, or misrepresentation by any person in connection with the issuance, sale or delivery of the Bonds, or (ii) any act, failure to act, or misrepresentation by the Authority in connection with this Agreement or any other document involving the Authority in this matter. If any suit, action or proceeding is brought against the Authority or any Indemnified Person, that suit, action or proceeding shall be defended by counsel to the Authority or the Company, as the Authority shall determine; provided, however, that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds, the Authority will cooperate with the Company, at the Company’s expense and at its direction, in connection with such examination, unless the Authority has been advised by counsel that the Authority and the Company have actual or potential differing interests. If the defense is by counsel to the Authority, the Company shall indemnify the Authority and the Indemnified Persons for the reasonable cost of that defense, including reasonable counsel fees. If the Authority determines that the Company shall defend the Authority or any Indemnified Person, the Company shall immediately assume the defense at its cost. Neither the Authority nor the Company shall be liable for any settlement of any proceeding made without each of their consent (which consent shall not be unreasonably withheld). (c) The Company shall also indemnify the Authority and Indemnified Persons for all reasonable costs and expenses, including reasonable counsel fees, incurred in (i) enforcing any obligation of the Company under this Agreement or any related agreement, (ii) taking any action requested by the Company, (iii) taking any action required by this Agreement or any related agreement, or (iv) taking any action considered necessary by the Authority and which is authorized by this Agreement or any related agreement. (d) Any provision of this Agreement or any other instrument or document executed and delivered in connection with this Agreement to the contrary notwithstanding, the Authority retains the right to (i) enforce any applicable federal or state law or regulation, or any ordinance of the Authority and (ii) enforce any rights accorded the Authority by federal or state law or regulation or by any ordinance of the Authority, and nothing in this Agreement shall be construed as an express or implied waiver of those rights. (e) If the Authority is to take any action under this Agreement or any other instrument executed in connection with this Agreement for the benefit of the Company, it will do so if and only if (i) the Authority is a necessary party to any such action or proceeding, (ii) the Authority has received specific written direction from the Company, as required under this Agreement or under any other instrument executed in connection with this Agreement, as to the action to be taken by the Authority and (iii) a written agreement of indemnification and payment of costs, liabilities and expenses satisfactory to Authority has been executed by the Company prior to the taking of any such action by the Authority. (f) The obligations of the Company under this Section 5.2 shall survive any assignment or termination of this Agreement and any resignation or removal of the Trustee.

Indemnity Against Claims. The Company releases the Issuer from, agrees that the Issuer shall not be liable for, and indemnifies the Issuer against, all liabilities, claims, costs and expenses imposed upon or asserted against the Issuer on account of: (a) Notwithstanding anything the maintenance, operation and use of the Project; (b) any breach or default on the part of the Company in the performance of any covenant or agreement of the Company under this Agreement or the Note or arising from any act or failure to act by the contrary contained herein or in any Company under such documents; (c) the refunding of the Refunded Bonds, the issuance of the Bonds, and the provision of any information furnished by the Company in connection therewith concerning the Project or the Company (including, without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 3.2 or for inclusion in, or as a basis for preparation of, the information statements filed by the Issuer pursuant to the Code) or the subsequent remarketing or determination of the interest rate or rates on the Bonds; (d) any audit of the tax status of the interest on the Bonds; and (e) any claim or action or proceeding with respect to the matters set forth in (a), (b), (c) and (d) above brought thereon, except to the extent that any liability, claim, cost or loss was due to the Issuer's willful misconduct. The Company agrees to indemnify the Trustee and to hold the Trustee harmless against, any and all loss, claim, damage, fine, penalty, liability or expense incurred by it, including out-of-pocket and incidental expenses and legal fees and expenses (“Losses”), arising out of or in connection with the acceptance or administration of the Indenture or in any other instrument the trusts thereunder or document executed by the performance of its duties thereunder or on behalf of the Issuer in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreement, including the costs and expenses of defending itself against or investigating any claim (whether asserted by the Issuer, the Company, a Bondholder, or any other person) of liability in the premises, except to the extent that any such loss, liability or expense was due to its own negligence or bad faith. In addition to and not in limitation of the preceding sentence, the Company agrees to indemnify the Trustee and any predecessor Trustee and its agents, officers, directors and employees for any Losses that may be imposed on, incurred by or asserted against it for following any instructions or directions upon which the Trustee is authorized to rely pursuant to the Indenture, the Bonds . In case any action or such other instruments or documents unless the Issuer proceeding is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered brought against the Issuer for breach or the Trustee, in respect of its obligations under this Agreementwhich indemnity may be sought hereunder, the Indenture, the Bonds party seeking indemnity shall promptly give notice of that action or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice proceeding to the Company, and the Company upon receipt of that notice shall have the sole obligation and the right and duty to assumeassume the defense of the action or proceeding; provided, that failure to give that notice shall not relieve the Company from any of its obligations under this Section except to the extent, and will assumeonly to the extent, that such failure prejudices the defense of the claim, demand, action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense; provided, however, where it is ethically inappropriate for one firm to represent the interests of the Issuer and any other indemnified party or parties, the defense thereofCompany shall pay the Issuer's or the Trustee's legal expenses, respectively, in connection with the Issuer's or the Trustee's retention of separate counsel. The Company shall not be liable for any settlement made without its consent. The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers and employees of the Issuer and the Trustee. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full power to litigate, compromise or settle the same in its sole discretionextent permitted by law.

Indemnity Against Claims. (a) Notwithstanding anything to the contrary contained herein or in any of the BondsThe Major Stockholders shall severally, the Indenture or in any other instrument or document executed by or on behalf of the Issuer in connection herewithbut not jointly, (i) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold Techniclone and/or Company and its successors-in-interest harmless from and against the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any following: 9.1.1 Any and all loss (including, without limitation, diminution in value), cost, liability, damagesdamage, costs and expenses deficiency, claim, action, suit, proceeding, demand, assessment or judgment ("Loss") that Techniclone or Company may suffer, sustain, incur or become subject to or arising out of or resulting from due to any inaccuracy or breach of any representation or warranty or non-fulfillment of any covenant or agreement on the transactions contemplated by part of Stockholders, contained in this Agreement or any certificate or schedule furnished or to be or being furnished to Techniclone pursuant hereto. 9.1.2 Any and the Indentureall costs and expenses, including the interest, penalties and reasonable fees and expenses of counsel. If any such lien attorneys' fees, reasonably incurred by Techniclone in connection with investigating, prosecuting or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or defending any such liability, damagesloss, claim, action, suit, proceeding, demand, deficiency, assessment or judgment arising from 9.1.1 herein. 9.1.3 No indemnification within the scope of Sections 9.1.1 and 9.1.2 shall be due hereunder unless and to the extent that such indemnification shall individually or in the aggregate exceeds the sum of One Hundred Thousand Dollars ($100,000). In no event, however, shall any Major Stockholder be obligated to indemnify Techniclone for the amount of any Loss or expense suffered or incurred by Techniclone, net of any reimbursements by insurance (net of the premiums, if any, paid by Techniclone or Company attributable to a period after the Closing for the insurance policy under which the claim is paid), which exceed the lesser of (i) fair market value of the Techniclone Shares issued to such Major Stockholder hereunder, at the time such indemnification is sought; or (ii) the fair market value of the Techniclone Shares issued to such Major Stockholder as determined by calculating the average of the last reported sales price of the Techniclone Common Stock over the ten (10) trading days immediately prior to that date that the transaction is publicly announced. 9.1.4 Any and all tax deficiencies or assessments, including interest and penalties, which exceed the reserve on the Closing Balance Sheet for such deficiencies or assessments and which are for periods or fiscal years which end on or prior to the Closing Date. 9.1.5 Any and all costs and expenses are sought to be imposedexpenses, the Issuer will give prompt notice to the Companyincluding interest, penalties and the Company shall have the sole right and duty to assumereasonable attorneys' fees, and will assumereasonably incurred by Techniclone in connection with investigating, the defense thereofprosecuting or defending any such liability, loss, claim, action, suit, proceeding, demand, deficiency, assessment or judgment in connection with full power to litigate, compromise or settle the same arising from any indemnity claim in its sole discretionthis Article IX.

Indemnity Against Claims. (a) Notwithstanding anything The Buyer hereby agrees to indemnify and hold the contrary Seller and Xxxxx, and each of their respective officers, directors and affiliates (collectively the “Seller Indemnified Parties”), harmless from and against the following: (i) Any and all Liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Seller Indemnified Parties (whether awarded against the Indemnified Parties or paid by the Seller Indemnified Parties in settlement of a claim as provided in Section 8.3 or otherwise suffered), resulting from any misrepresentation or material breach of any warranty, condition or agreement on the part of the Buyer contained herein in this Agreement or in any of written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by the BondsBuyer (a) pursuant hereto or (B) resulting from any transaction, matter or thing, happening or occurrence directly or indirectly related to or arising from the Indenture or in any other instrument or document executed by or on behalf of transactions contemplated hereby occurring prior to the Issuer in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, Closing; and (ii) Any and all actions, suits, proceedings, demands, assessments or judgments, costs and reasonable expenses (including reasonable attorneys’ fees) incident to any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefromforegoing. The provisions of this Section shall survive the termination of this Agreement.17 (b) In acting under Each of the Seller and Xxxxx hereby agrees to indemnify and hold the Buyer, and its officers, directors and affiliates (collectively the “Buyer Indemnified Parties”), harmless from and against the following: (i) Any and all Liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Buyer Indemnified Parties (whether awarded against the Buyer Indemnified Parties or paid by the Buyer Indemnified Parties in settlement of a claim as provided in Section 8.3 or otherwise suffered), resulting from any misrepresentation, breach of any warranty, condition or agreement on the part of the Seller or Xxxxx contained in this Agreement, the Indenture, the Bonds or such other instruments or documents, Agreement or in refraining any written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by the Seller or Xxxxx pursuant hereto or resulting from taking such actionany transaction, matter or thing, happening or occurrence directly or indirectly related to or arising from the Issuer may conclusively rely on transactions contemplated hereby occurring prior to the advice Closing ; and (ii) Any and all actions, suits, proceedings, demands, assessments or judgments, costs and reasonable expenses (including reasonable attorneys’ fees) incident to any of its counselthe foregoing. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) amount of any lien or charge upon payments loss subject to indemnification hereunder shall be calculated net of any amounts which have been previously recovered by the Company Indemnified Parties, the Buyer Indemnified Parties and the Seller Indemnified Parties are hereinafter collectively referred to as the “Indemnified Parties”) under insurance policies or other collateral sources, and the Indemnified Parties hereby covenant that they will not release any such collateral sources from any obligations they may have. In the event any such insurance proceeds or other payments are not received before any claim for indemnification is paid pursuant to this Agreement, then the Indemnified Parties shall have the right (but not the obligation) to exclusively pursue such collateral sources, provided they do so with reasonable diligence, and in the event they receive any recovery, then the amount of such recovery shall be applied first to reimburse the Indemnified Party for their out-of-pocket expenses expended in pursuing such recovery, second to refund any payment made which would not have been so paid had such recovery from the collateral source been obtained prior to such payment, and third, any excess to the Issuer Indemnified Parties. (d) Any person entitled to indemnification under this Agreement (the Note “Indemnified Party”) shall promptly give notice (an “Indemnification Notice”) to the parties required to provide indemnification (collectively the “Indemnifying Party”) after the Indemnified Party shall have knowledge of any demands, claims, actions or hereundercauses of action (singly, (iia “Claim” and hereinafter referred to collectively as “Claims”) any taxes, assessments, impositions and other charges upon payments which might give rise to a Claim by the Company Indemnified Party against the Indemnifying Party stating the nature and basis of said Claim and amount thereof, to the Issuer under extent known. A failure to give notice hereunder shall not relieve the Note Indemnifying Party from the obligation hereunder unless such failure to give notice shall materially and adversely affect Indemnifying Party’s ability to defend the Claim. Each such Indemnification Notice shall specify in reasonable detail the nature and amount of the Claim and shall, to the extent available to the Indemnified Party, include such supporting documentation as shall reasonably be necessary to apprise the Indemnifying Party of the facts giving rise to the Claim. After the delivery of an Indemnification Notice certifying that the Indemnified Party has incurred or hereunder and (iii) had asserted against it any and all liabilityliabilities, claims, losses, damages, costs and or expenses arising out for which indemnity may be sought in accordance with the terms of this Section 8 (the “Damages”), the Indemnified Party shall make a claim in an amount equal to the incurred Damages or resulting from asserted Damages, as the transactions contemplated by this Agreement case may be, and the Indenture, including Indemnifying Party shall promptly reimburse the reasonable fees Indemnified Party for the Damages for which the Indemnified Party has incurred and expenses not been indemnified. In the event the amount of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges Damages are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposednot promptly reimbursed by Indemnifying Party as aforesaid, the Issuer will give prompt amount of such unreimbursed Damages shall accrue interest at a rate equal to two percent (2%) above the prime rate as published in the Wall Street Journal. 18 (e) With respect to any third party Claims, the Indemnifying Party may participate in the defense at any time or it may assume the defense by giving notice to the Company, and Indemnified Party. After assuming the Company shall have the sole right and duty to assume, and will assumedefense, the defense thereofIndemnifying Party: (i) must select an attorney that is satisfactory to the Indemnified Party; (ii) is not liable to the Indemnified Party for any later attorney’s fees or for any other later expenses that the Indemnified Party incurs, with full power to litigate, except for reasonable investigation costs; (iii) must not compromise or settle the same action without the Indemnified Party’s consent (unless the Claim solely is for money damages andthe Indemnified Party and its officers, directors and controlling persons receive unconditional general releases); (iv) is not liable for any compromise or settlement made without its consent; (v) If the Indemnifying Party fails to assume the defense within ten (10) days after receiving notice of the action, the Indemnifying Party is bound by any determination made in the action or by any compromise or settlement made by the Indemnified Party, and also remains liable to pay the Indemnified Party’s legal fees and expenses; and (vi) The Indemnified Party will cooperate fully with the Indemnifying Party in the conduct of any proceeding as to which the Indemnifying Party assumes the defense hereunder. Such cooperation shall include (1) providing the Indemnifying Party and its counsel access to all books and records of the Indemnified Party to the extent reasonably related to such proceeding, (2) furnishing information about the Indemnified Party to the Indemnifying Party and their counsel, (3) making employees available to counsel to the Indemnifying Party, and (4) preserving the existence of and maintaining all books and records of the Indemnified Party or any other Indemnified Party that is an entity that may reasonably be deemed to be potentially relevant to any such proceeding until the proceeding is finally concluded. (f) The remedies provided to an Indemnified Party herein shall be cumulative and shall not preclude an Indemnified Party from asserting any other rights or seeking any other remedies against an Indemnifying Party or his or its respective heirs, successors or assigns. The asser­tion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent or subsequent assertion or employment of any other appropriate right or remedy. 19 (g) Notwithstanding anything contained herein to the contrary, Seller and Xxxxx agree that any amounts required to be paid to the Buyer Indemnified Parties under this Section 8 may, at the sole discretionoption of the Buyer, be withheld, offset and/or paid from the royalties otherwise payable by the Buyer to CSI-NV under the NetQin Sublicense Agreement or any other agreement involving the Acquired Assets. 9. Post Closing Covenants of Seller and Xxxxx. (a) Promptly following the Closing, the Seller and Xxxxx shall, and shall cause their respective Affiliates to, if applicable, amend the NetQin Master License Agreement to include the following revisions: (i) The minimum 1,000,000 sales requirement shall commence May 1, 2010 and shall include sales in North America, electronic sales and sales over the internet.

Indemnity Against Claims. (a) Notwithstanding anything The Borrower hereby releases and agrees to the contrary contained herein or in any of the Bonds, the Indenture or in any other instrument or document executed by or on behalf of the Issuer in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will do hereby at all times indemnify and hold harmless the Issuer from (i) and any lien or charge upon payments by the Company to person who “controls” the Issuer under (within the Note or hereundermeaning of Section 15 of the Securities Act of 1933, (ii) as amended), the Trustee, and any taxesmember, assessmentsofficer, impositions director, official, employee and other charges upon payments by the Company to attorney of the Issuer under or the Note or hereunder and Trustee (iiicollectively called the “Indemnified Parties”) against any and all liabilityclaims by third parties for costs, damages, costs expenses and expenses liabilities of whatsoever nature (including but not limited to attorney’s fees, litigation and court costs, amounts paid in settlement, and amounts paid to discharge judgments collectively, the “Indemnified Claims”) directly or indirectly resulting from, arising out of, or related to (a) the issuance, offering, sale, delivery, or payment of the Bonds and interest thereon; or resulting from (b) the design, construction, installation, operation, use, occupancy, maintenance and ownership of the Project or any part thereof including the payment of rebate to the federal government; or (c) any untrue or alleged untrue statement of a material fact contained in information provided by the Borrower with respect to the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses hereby; or (d) any omission of counsel. If any such lien or charge is sought a material fact necessary to be imposed stated in information provided by the Borrower with respect to the transactions contemplated hereby in order to make such information not misleading or incomplete or (e) the performance by the Indemnified Parties (except for the Trustee) of their rights and obligations under the Indenture and this Loan Agreement; provided, however, that the Borrower shall not be liable for Indemnified Claims of an Indemnified Party to the extent arising from the sole or concurrent willful misconduct or negligence of such Indemnified Party. In case any action shall be brought against one or more of the Indemnified Parties based upon paymentsany of the above and in respect to which indemnity may be sought against the Borrower, or any such taxesIndemnified Party shall promptly notify the Borrower in writing, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposedexcept where the Borrower is the claimant, the Issuer will give prompt notice to the Company, and the Company Borrower shall have the sole right and duty to assume, and will assume, assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all reasonable costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ only one counsel at the Borrower’s expense in any such action and to participate in the defense thereof. The Borrower shall not be liable for any settlement of any such action effected without the Borrower’s consent, which consent shall not be unreasonably withheld, but if settled with full power the consent of the Borrower, or if there is a final judgment for the claimant on any such action, the Borrower agrees to litigateindemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of such settlement or judgment. (b) The Borrower agrees to and does hereby indemnify and hold harmless the Indemnified Parties against any and all claims by third parties for Indemnified Claims suffered by any of the Indemnified Parties and caused by, compromise relating to, arising out of, resulting from, or settle in any way connected to an examination, investigation or audit of the same Bonds by the Internal Revenue Service; provided, however, that the Borrower shall not be liable for Indemnified Claims of an Indemnified Party to the extent arising from the sole or concurrent willful misconduct or negligence of such Indemnified Party. In the event of such examination, investigation or audit, the Indemnified Parties shall have the right to employ one counsel at the Borrower’s expense. In such event, the Borrower shall assume the primary role in its sole discretionresponding to and negotiating with the Internal Revenue Service, but shall inform the Indemnified Parties of the status of the investigation. In the event the Borrower fails to respond promptly to the Internal Revenue Service, the Issuer shall have the right to assume the primary role in responding to and negotiating with the Internal Revenue Service and shall have the right to enter into a closing agreement, for which the Borrower shall be liable. (c) Notwithstanding anything in this Agreement to the contrary which may limit recourse to the Borrower or may otherwise purport to limit the Borrower’s liability, the provisions of this Section 5.2 shall control the Borrower’s obligations and shall survive repayment of the Bonds.

Indemnity Against Claims. The Company releases the Issuer from, agrees that the Issuer shall not be liable for, and indemnifies the Issuer against, all liabilities, claims (including claims for any injury, bodily harm or death of any person), costs and expenses imposed upon or asserted against the Issuer on account of: (a) Notwithstanding anything to the contrary contained herein or in any maintenance, operation and use of the Bonds, Project Facilities; (b) any breach or default on the Indenture or in any other instrument or document executed by or on behalf part of the Issuer Company in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreement, performance of any covenant or agreement of the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer Company under this Agreement, the Note or the Continuing Disclosure Undertaking (as defined in the Indenture) or arising from any act or failure to act by the Company under such documents; (c) the refunding of the Prior Bonds, and the Indentureprovision of any information furnished by the Company in connection therewith concerning the Project Facilities or the Company (including, and no personal liability without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 2.2 or charge payable directly for inclusion in, or indirectly from as a basis for preparation of, the general funds information statements filed by the Issuer pursuant to the Code); (d) any audit of the Issuer shall arise therefrom. The provisions tax status of this Section shall survive the termination of this Agreement. interest on the Bonds; and (e) any claim, action or proceeding with respect to the matters set forth in (a), (b) In acting and (c) above brought thereon, except to the extent that any liability, claim, cost or loss was due to the Issuer’s willful misconduct. The Company agrees to indemnify the Trustee and any predecessor Trustee and to hold the Trustee and any predecessor Trustee harmless against, any and all loss, claim, damage, fine, penalty, liability or expense incurred by them, including out-of-pocket and incidental expenses and reasonable legal fees and expenses (“Losses”) arising out of or in connection with the acceptance or administration of the Indenture or the trusts thereunder or the performance of their duties thereunder or under this Agreement, including the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of defending themselves against or resulting from investigating any claim (whether asserted by the transactions contemplated Issuer, the Company, a Bondholder or any other person) of liability in the premises, except to the extent that any such loss, liability or expense was due to the Trustee’s or such predecessor Trustee’s, as the case may be, own negligence or bad faith. In addition to and not in limitation of the preceding sentence, the Company agrees to indemnify the Trustee and any predecessor Trustee and their agents, officers, directors and employees for any Losses that may be imposed on, incurred by this Agreement and or asserted against them for following any instructions or directions upon which the Trustee or such predecessor Trustee is authorized to rely pursuant to the Indenture. In case any action or proceeding is brought against the Issuer, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, Trustee or any such taxespredecessor Trustee, assessments, impositions or other charges are in respect of which indemnity may be sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposedhereunder, the Issuer will party seeking indemnity shall promptly give prompt notice of that action or proceeding to the Company, and the Company upon receipt of that notice shall have the sole obligation and the right to assume the defense of the action or proceeding. At its own expense, an indemnified party may employ separate counsel and duty participate in the defense; provided however, where it is ethically inappropriate for one firm to assume, represent the interests of the Issuer and will assumeany other indemnified party or parties, the defense thereofCompany shall pay the Issuer’s, the Trustee’s or the predecessor Trustee’s legal expenses, respectively, in connection with the Issuer’s, the Trustee’s or the predecessor Trustee’s retention of separate counsel. The Company shall not be liable for any settlement made without its consent. The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers, agents and employees, past, present and future, of the Issuer, the Trustee and any predecessor Trustee; and, to the extent relating to the Trustee or any predecessor Trustee, shall be for the benefit of the Trustee or such predecessor Trustee in each of its respective capacities under the Indenture. That indemnification is intended to and shall be enforceable by the Issuer, the Trustee and any predecessor Trustee, respectively, to the full power to litigate, compromise or settle the same in its sole discretionextent permitted by law.

Indemnity Against Claims. (a) Notwithstanding anything Each of the Sellers hereby agrees to indemnify and hold Purchaser, its officers, directors and affiliates (collectively the “Indemnified Parties”), harmless from and against the following: (1) Any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Indemnified Parties (whether awarded against the Indemnified Parties or paid by the Indemnified Parties in settlement of a claim as provided in Section 6.3 or otherwise suffered), (A) incurred or created prior to the contrary Closing or resulting from any action taken by Sellers or Eyecandy prior to the Closing or any action omitted to be taken by the Sellers or Eyecandy prior to the Closing or (B) resulting from any material misrepresentation, material breach of any warranty, or material non-fulfillment of any covenant or agreement on the part of Sellers or Eyecandy contained herein in this Agreement or in any written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by Sellers or Eyecandy to Purchaser pursuant hereto or the gross negligence or willful misconduct of Sellers; and (2) Any and all actions, suits, proceedings, demands, assessments or judgments, costs and reasonable expenses (including reasonable attorneys’ fees) incident to any of the Bondsforegoing. (3) Purchaser hereby agrees to indemnify and hold the Sellers and Eyecandy’s officers, directors and affiliates (collectively the Indenture “Indemnified Parties”), harmless from and against the following: (i) Any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Indemnified Parties (whether awarded against the Indemnified Parties or paid by the Indemnified Parties in settlement of a claim as provided in Section 6.3 or otherwise suffered), (A) incurred or created subsequent to the Closing or resulting from any action taken by Purchaser subsequent to or prior to the Closing or any action omitted to be taken by the Purchaser subsequent to or prior to the Closing in connection with Eyecandy or (B) resulting from any material misrepresentation, material breach of any warranty, or material non-fulfillment of any covenant or agreement on the part of Purchaser contained in this Agreement or in any other instrument written statement, attachment, schedule, exhibit or document executed certificate furnished or to be furnished by Purchaser pursuant hereto; and (ii) Any and all actions, suits, proceedings, demands, assessments or on behalf judgments, costs and reasonable expenses (including reasonable attorneys’ fees) incident to any of the Issuer in connection herewithforegoing. (4) The amount of any loss subject to indemnification hereunder shall be calculated net of any amounts which have been previously recovered by the Indemnified Parties under insurance policies or other collateral sources, (i) and the Issuer shall have no obligation Indemnified Parties hereby covenant that they will not release any such collateral sources from any obligations they may have. In the event any such insurance proceeds or other payments are not received before any claim for indemnification is paid pursuant to take action under this Agreement, then the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company Indemnified Parties shall have the sole right and duty (but not the obligation) to assumeexclusively pursue such collateral sources, provided they do so with reasonable diligence, and will assumein the event they receive any recovery, then the defense thereofamount of such recovery shall be applied first to reimburse the Indemnified Party for their out of pocket expenses expended in pursuing such recovery, with full power second to litigaterefund any payment made which would not have been so paid had such recovery from the collateral source been obtained prior to such payment, compromise or settle and third, any excess to the same in its sole discretionIndemnified Parties.

Indemnity Against Claims. (a) Notwithstanding anything The Borrower hereby agrees to indemnify and save harmless the Lender and the Master Servicer/Trustee from and against all liabilities, obligations, suits, actions, claims, judgments, demands, damages, penalties, fines, assessments, losses, expenses, fees (including all reasonable fees of attorneys, auditors and consultants), taxes (exclusive of income taxes on fees earned by the Master Servicer/Trustee), contributions, and costs of every kind and nature (including litigation and court costs, amounts paid in settlement by or with the approval of the Borrower and amounts paid to discharge judgments) (collectively, “Claims”) incurred by, or asserted or imposed against, an Indemnified Party (as that term is defined below), the Borrower or any other person directly or indirectly resulting from or arising out of or relating to (but excluding such Claims arising from the willful misconduct of the Lender or the gross negligence or willful misconduct of the Master Servicer/Trustee): (i) the issuance, sale or delivery of the Bonds; (ii) the enforcement of (a) the provisions of this Bond Loan Agreement, the other Bond Documents and the Loan Documents and (b) the obligations of the Borrower imposed hereby or thereby; (iii) any untruthful, misleading or inaccurate information supplied by the Borrower relating to the contrary Eligible Purposes, the Borrower, the Secondary Loan, the Secondary Borrower or to the terms of financing relating to the Eligible Purposes, including but not limited to, any breach of any representation or warranty of the Borrower set forth in the Loan Documents or any certificate delivered pursuant thereto, and any representation or warranty of the Borrower, or any information of or provided by the Borrower that contains or contained herein any untrue or misleading statement of fact or omits or omitted to state any material fact necessary to make the statements made therein not misleading in light of the circumstances under which they were made; (iv) any breach or alleged breach (except in the case of a breach alleged by the Lender or the Master Servicer/Trustee and such alleged breach is not found by a court of competent jurisdiction) by the Borrower of the covenants of the Borrower contained herein; (v) any injury to or death of any person or damage to property in or upon the Bond Loan Collateral or the Eligible Purpose of any Secondary Borrower or growing out of or connected with the repair, management, ownership, operation, use, non-use, maintenance, construction, design, installation, rehabilitation, condition or occupancy of the Bond Loan Collateral or the Eligible Purpose of any Secondary Borrower or any part thereof caused by the negligence or willful act of the Borrower or any Secondary Borrower, including any and all acts or operations relating to any construction, rehabilitation, operation, use, non-use, design, management, ownership, condition, occupancy, maintenance, installation or repair performed by the Borrower or the Secondary Borrower in connection with the Bond Loan Collateral or the Eligible Purpose of any Secondary Borrower; (vi) violation or breach of any agreement, covenant, representation, warranty or condition of this Bond Loan Agreement (except in the case of a breach alleged by the Lender or the Master Servicer/Trustee and such alleged breach is not found by a court of competent jurisdiction) or the Note, except by the Lender in the case of its willful misconduct or the Master Servicer/Trustee in the case of its gross negligence or willful misconduct; (vii) the deposit, storage, disposal, burial, dumping, injecting, spilling, leaking, or other placement or release in, on or from the Bond Loan Collateral or the Eligible Purposes of any Secondary Borrower, of Hazardous Substances (as defined in Section 4.13 hereof) or the violation or alleged violation of any laws related to Hazardous Substances, as described in Section 4.13 hereof, or official interpretation thereof in connection with the Bond Loan Collateral or the Eligible Purposes of any Secondary Borrower or the land on which either of them is located; (viii) all expenses reasonably incurred in the investigation of, preparation for or defense of any litigation, proceeding or investigation of any nature whatsoever related to the Bond Loan Collateral, the Eligible Purposes or the Bonds, commenced or threatened against the Borrower, the Eligible Purposes or an Indemnified Party; (ix) any action, suit, claim, demand or proceeding contesting or affecting title to the Bond Loan Collateral; (x) any suit, action, administrative proceeding, enforcement action, or governmental or private action of any kind whatsoever commenced against the Borrower, the Bond Loan Collateral, the Eligible Purposes or an Indemnified Party that might adversely affect the validity or enforceability of the Bonds, the Indenture Loan Documents, or in the performance by the Borrower or by any Indemnified Party of their respective obligations under the Loan Documents, the Bond Documents or any other instrument or document executed by or on behalf of the Issuer in connection herewith, therewith by the Borrower or any Indemnified Party; (ixi) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses claims (including without limitation third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims), interest or losses, attorneys' ’ fees (including any fees and expenses incurred in enforcing this indemnity), consultant fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable expert fees that arise directly or indirectly from or in connection with the general funds presence on the Bond Loan Collateral of wetlands, tidelands or swamp and overflow lands, or any breach of the Issuer shall arise therefromforegoing representation and warranty. The provisions defense of this Section any such claims or liabilities shall survive be the termination sole obligation of this Agreement.the Borrower. Neither the Lender nor the Master Servicer/Trustee, or their successors and assigns, shall be obligated to assume or defend any claim, whether asserted against the Borrower or otherwise. The Borrower shall promptly reimburse the Lender and the Master Servicer/Trustee for their respective costs of defense of any such claim, including reasonable expenses and attorney’s fees; and (bxii) In acting under this Agreementinformation provided by the Borrower or any Secondary Borrower or required and failed to be furnished by the Borrower or any Secondary Borrower relating to the Borrower, the IndentureSecondary Loan, the Bonds Bond Loan Collateral or such other instruments the Eligible Purposes, including, without limitation, any information furnished by the Borrower or documentsthe Secondary Borrower for, and included in, or in refraining from taking such actionused as a basis for preparation of, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien certifications, information statements or charge upon payments reports furnished by the Company Lender, any other information or certification obtained from the Borrower with respect to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement the Supplemental Indenture, the Bonds, and the IndentureBond Documents and the carrying out by the Borrower of any of the transactions contemplated by the Bonds, the Supplemental Indenture and the Bond Documents. All references to the Lender and the Master Servicer/Trustee in this Section shall be deemed to include all their respective past, present, and future officers, directors, members, employees, commissioners, and agents and their permitted successors and assigns (also referred to herein as “Indemnified Party” or “Indemnified Parties”). The Borrower shall indemnify and save each Indemnified Party harmless from any such Claims (but excluding such Claims arising from the willful misconduct of the Lender or the gross negligence or willful misconduct of the Master Servicer/Trustee) and upon notice from such Indemnified Party, the Borrower and the Managing Member shall defend them or either of them in any such action or proceeding as provided below. Any Indemnified Party, after receipt of notice of the existence of a Claim in respect of which indemnity hereunder may be sought or of the commencement of any action against an Indemnified Party in respect of which indemnity hereunder may be sought, shall notify the Borrower in writing of the existence of such Claim or commencement of such action. The Borrower shall undertake promptly to defend, at their sole cost and expense, any and all Claims against an Indemnified Party in connection with any of the matters indemnified against in this Section. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought under this Bond Loan Agreement, the Borrower, upon receipt of written notice from the Indemnified Party, shall assume the investigation and defense of the Claims, including the reasonable fees and expenses employment of counsel. If any such lien or charge is sought to be imposed upon paymentscounsel selected by the Borrower, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice subject to the Company, and approval of the Company Indemnified Party in such party’s sole discretion. The Borrower shall have pay all expenses related to the sole right and duty to assume, and will assume, the defense thereofaction or proceeding, with full power to litigate, compromise or settle the same in its sole discretion., provided that the Lender, the CDFI Fund and the Master Servicer/Trustee, as appropriate, shall have the right to review and approve or disapprove any such compromise or settlement. If (i) an Indemnified Party determines that a potential conflict of interest exists or may arise as a result of the Borrower assuming the investigation and defense of any Claims, (ii) an Indemnified Party shall have been advised by counsel that there may be legal defenses available to it which are different from or additional to those available to the Borrower, or that a conflict exists that could affect the zealous defense of such Claims by the Borrower or

Indemnity Against Claims. (a) Notwithstanding anything Seller hereby jointly and severally agrees to indemnify and hold Purchaser, its members, managers, officers, directors, partners, employees, attorneys, affiliates and assigns (collectively the “Purchaser Indemnified Parties”), harmless from and against the following: (1) Any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Purchaser Indemnified Parties (whether awarded against the Purchaser Indemnified Parties or paid by the Purchaser Indemnified Parties in settlement of a claim as provided in Section 8.2 or otherwise suffered), (A) incurred or created prior to the contrary Closing or resulting from any action taken by Seller prior to the Closing in connection with the Assets, (B) relating to the Excluded Liabilities, or (C), resulting from any material misrepresentation, material breach of any warranty, or material non-fulfillment of any covenant or agreement on the part of Seller contained herein in this Agreement or in any of the Bondswritten statement, the Indenture attachment, schedule, exhibit or in any other instrument certificate furnished or document executed to be furnished by Seller to Purchaser pursuant hereto; and (2) Any and all actions, suits, proceedings, demands, assessments or on behalf of the Issuer in connection herewithjudgments, (i) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action costs and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any reasonable expenses (including reasonable attorneys' ’ fees) in such action, and (ii) incident to any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreementforegoing. (b) In acting under this AgreementPurchaser hereby agrees to indemnify and hold the Seller, its officers, directors, shareholders, employees, attorneys, affiliates and assigns (collectively the “Seller Indemnified Parties” and collectively with the Purchaser Indemnified Parties, the Indenture“Indemnified Parties”), harmless from and against the Bonds following: (1) Any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Seller Indemnified Parties (whether awarded against the Seller Indemnified Parties or such other instruments paid by the Seller Indemnified Parties in settlement of a claim as provided in Section 8.2 or documentsotherwise suffered), (A) incurred or created subsequent to the Closing or resulting from any action taken by Purchaser subsequent to or prior to the Closing in connection with the Assets, or in refraining (B) resulting from taking such actionany material misrepresentation, the Issuer may conclusively rely material breach of any warranty, or material non-fulfillment of any covenant or agreement on the advice part of its counselPurchaser contained in this Agreement or in any written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by Purchaser pursuant hereto; and (2) Any and all actions, suits, proceedings, demands, assessments or judgments, costs and reasonable expenses (including reasonable attorneys’ fees) incident to any of the foregoing. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) amount of any lien or charge upon payments loss subject to indemnification hereunder shall be calculated net of any amounts which have been previously recovered by the Company to the Issuer Indemnified Parties under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions insurance policies or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Companycollateral sources, and the Company Indemnified Parties hereby covenant that they will not release any such collateral sources from any obligations they may have. In the event any such insurance proceeds or other payments are not received before any claim for indemnification is paid pursuant to this Agreement, then the Indemnified Parties shall have the sole right and duty (but not the obligation) to assumeexclusively pursue such collateral sources, provided they do so with reasonable diligence, and will assumein the event they receive any recovery, then the defense thereofamount of such recovery shall be applied first to reimburse the Indemnified Party for their out of pocket expenses expended in pursuing such recovery, with full power second to litigaterefund any payment made which would not have been paid had such recovery from the collateral source been obtained prior to such payment, compromise or settle and third, any excess to the same in its sole discretionIndemnified Parties.

Indemnity Against Claims. (a) Notwithstanding anything Buyer and Seller each agree to indemnify, defend and hold the other harmless and the other’s shareholders, managers, directors, officers, employees, agents and affiliates (“Indemnified Party”) against any and all losses, claims, damages or liabilities and actions, and any legal or other expenses or costs incurred by any Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action, regardless of whether an action or claim has been filed or asserted against an Indemnified Party after the Closing Date, arising from, in connection with or with respect to the contrary contained herein following items (the “Indemnified Party Losses”): (i) any misrepresentation made by the other, or in breach or inaccuracy of any of representation or warranty made by the Bonds, the Indenture other under this Agreement or in any other instrument agreement or document executed by delivered pursuant hereto or on behalf in connection herewith or with the closing of the Issuer in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, transactions contemplated hereby; and (ii) any judgment rendered against nonfulfillment of or failure to comply with any agreement, condition or covenant on the Issuer for breach part of its obligations the other under this Agreement, Agreement or any other agreement or document delivered pursuant hereto or in connection herewith or with the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds closing of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreementtransactions contemplated hereby. (b) In acting under this AgreementBuyer hereby agrees to further indemnify and hold Seller and its employees, officers, directors and affiliates, harmless from and against any and all liabilities or obligations arising from the Indenture, Purchased Assets relating to or for periods from and after the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counselClosing Date. (c) The Company will pay and discharge and will Seller hereby agrees to further indemnify and hold Buyer and its employees, officers, directors and affiliates, harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) against any and all liability, damages, costs and expenses liabilities or obligations arising out of or resulting from the transactions contemplated by this Agreement and Purchased Assets relating to or for periods prior to the Indenture, including the reasonable fees and expenses of counsel. If Closing Date (d) With respect to any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposedthird party Claims, the Issuer will give prompt Indemnifying Party may participate in the defense at any time or it may assume the defense by giving notice to the Company, and Indemnified Party. After assuming the Company shall have the sole right and duty to assume, and will assumedefense, the Indemnifying Party will cooperate fully with the Indemnified Party in the conduct of any proceeding as to which the Indemnifying Party assumes the defense thereofhereunder. (e) The remedies provided to an Indemnified Party herein shall be cumulative and shall not preclude an Indemnified Party from asserting any other rights or seeking any other remedies against an Indemnifying Party or his or its respective heirs, with full power to litigate, compromise successors or settle the same in its sole discretionassigns.

Indemnity Against Claims. (a) Notwithstanding anything The Company releases the Trustee from, agrees that the Trustee shall not be liable for, and agrees to indemnify and hold the contrary contained herein Trustee harmless from any liabilities, losses or in damages, or claims for any liabilities, losses or damages, arising out of the Bondsfailure, the Indenture or in any other instrument or document executed by or on behalf claimed failure, of the Issuer Company to comply with its covenants contained in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreement, including, in each such case, any reasonable attorneys’ fees. The Company agrees to indemnify and hold the IndentureTrustee harmless to the fullest extent permitted by law from any losses, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any costs, charges, expenses (including reasonable attorneys' ’ fees) ), judgments and liabilities incurred by it in such connection with any action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds suit or such other instruments proceeding instituted or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or threatened in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from connection with the transactions contemplated by this Agreement and or the Indenture. However, including no provision of this Section 5.2(a) shall be construed to relieve the reasonable fees and expenses of counselTrustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. If any such lien or charge claim is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposedasserted, the Issuer Trustee will give prompt notice to the Company, Company and the Company shall have the sole right and duty to assume, and will assume, assume the defense thereofof the claim, with full power to litigate, compromise or settle the same in its sole discretion, it being understood that the Trustee will not settle or consent to the settlement of the same without the written consent of the Company. If the Company so assumes the defense of any so asserted claim, the Company will not be liable to any indemnified party under this Agreement for any legal or other expenses subsequently incurred by such indemnified party in connection with that defense, other than reasonable costs of investigation.‌ (b) The Authority and its members, officers, agents, employees, successors and assigns or other elected or appointed officials of the Authority, past, present, or future (the “Indemnified Persons”) shall not be liable to the Company for any reason. The Company shall defend, indemnify and hold the Authority and the Indemnified Persons harmless from any loss, claim, damage, tax, penalty or expense (including reasonable counsel fees), or liability of any nature due to any and all suits, actions, legal or administrative proceedings, or claims arising or resulting from, or in any way connected with: (i) any act, failure to act, or misrepresentation by any person in connection with the issuance, sale or delivery of the Bonds, or (ii) any act, failure to act, or misrepresentation by the Authority in connection with this Agreement or any other document involving the Authority in this matter. If any suit, action or proceeding is brought against the Authority or any Indemnified Person, that suit, action or proceeding shall be defended by counsel to the Authority or the Company, as the Authority shall determine; provided, however, that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds, the Authority will cooperate with the Company, at the Company’s expense and at its direction, in connection with such examination, unless the Authority has been advised by counsel that the Authority and the Company have actual or potential differing interests. If the defense is by counsel to the Authority, the Company shall indemnify the Authority and the Indemnified Persons for the reasonable cost of that defense, including reasonable counsel fees. If the Authority determines that the Company shall defend the Authority or any Indemnified Person, the Company shall immediately assume the defense at its cost. Neither the Authority nor the Company shall be liable for any settlement of any proceeding made without each of their consent (which consent shall not be unreasonably withheld). (c) The Company shall also indemnify the Authority and Indemnified Persons for all reasonable costs and expenses, including reasonable counsel fees, incurred in (i) enforcing any obligation of the Company under this Agreement or any related agreement, (ii) taking any action requested by the Company, (iii) taking any action required by this Agreement or any related agreement, or (iv) taking any action considered necessary by the Authority and which is authorized by this Agreement or any related agreement. (d) Any provision of this Agreement or any other instrument or document executed and delivered in connection with this Agreement to the contrary notwithstanding, the Authority retains the right to (i) enforce any applicable federal or state law or regulation, or any ordinance of the Authority and (ii) enforce any rights accorded the Authority by federal or state law or regulation or by any ordinance of the Authority, and nothing in this Agreement shall be construed as an express or implied waiver of those rights. (e) If the Authority is to take any action under this Agreement or any other instrument executed in connection with this Agreement for the benefit of the Company, it will do so if and only if (i) the Authority is a necessary party to any such action or proceeding, (ii) the Authority has received specific written direction from the Company, as required under this Agreement or under any other instrument executed in connection with this Agreement, as to the action to be taken by the Authority and (iii) a written agreement of indemnification and payment of costs, liabilities and expenses satisfactory to Authority has been executed by the Company prior to the taking of any such action by the Authority. (f) The obligations of the Company under this Section 5.2 shall survive any assignment or termination of this Agreement and any resignation or removal of the Trustee.

Indemnity Against Claims. (a) Notwithstanding anything to the contrary contained herein or in any of the Bonds, the Indenture or in any other instrument or document executed by or on behalf of the Issuer in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will also pay and ------------------------ discharge and will indemnify and hold harmless the Issuer and the members, officers, agents and employees of the Issuer from (ia) any lien or charge upon payments condition of the Project caused by the Company to the Issuer under the Note or hereunderCompany, (iib) any liens, taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under hereunder, (c) any breach or default on the Note part of the Company in the performance of any of its obligations hereunder, (d) any act of negligence of the Company or hereunder of its agents, contractors, servants, employees or licensees, (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 and (iiif) any and all liability, damages, costs and expenses arising out of or resulting from the acquisition, construction and installation of the Project or the use or operation of the Project or any other activity carried out thereon or in connection therewith or the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel, except as the same may arise out of the negligence or misconduct on the part of the Issuer. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion. The indemnification provided by the Section shall survive the termination of this Agreement. The Company agrees to indemnify the Trustee, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the Indenture, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties thereunder or hereunder.

Indemnity Against Claims. (a) Notwithstanding anything Seller hereby jointly and severally agrees to indemnify and hold Purchaser, its officers, directors, partners, employees, attorneys, affiliates and assigns (collectively the “Purchaser Indemnified Parties”), harmless from and against the following: (1) Excluding the Assumed Liabilities and any other liability expressly assumed by Purchaser hereunder in writing, any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Purchaser Indemnified Parties (whether awarded against the Purchaser Indemnified Parties or paid by the Purchaser Indemnified Parties in settlement of a claim as provided in Section 6.2 or otherwise suffered), (A) incurred or created in connection with the Assets prior to the contrary Closing from any action taken by Seller which constituted willful misconduct, bad faith or gross negligence, or (B) resulting from any material misrepresentation, material breach of any warranty, or material non-fulfillment of any covenant or agreement on the part of Seller contained herein in this Agreement or in any of the Bondswritten statement, the Indenture attachment, schedule, exhibit or in any other instrument certificate furnished or document executed to be furnished by Seller to Purchaser pursuant hereto; and (2) Any and all actions, suits, proceedings, demands, assessments or on behalf of the Issuer in connection herewithjudgments, (i) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action costs and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any reasonable expenses (including reasonable attorneys' ’ fees) in such action, and (ii) incident to any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreementforegoing. (b) In acting under this AgreementPurchaser hereby agrees to indemnify and hold the Seller, his employees, attorneys, affiliates and assigns (collectively the “Seller Indemnified Parties” and collectively with the Purchaser Indemnified Parties, the Indenture“Indemnified Parties”), harmless from and against the Bonds following: (1) Any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Seller Indemnified Parties (whether awarded against the Seller Indemnified Parties or such paid by the Seller Indemnified Parties in settlement of a claim as provided in Section 6.2 or otherwise suffered), (A) incurred or created in connection with the Assets (whether incurred or created prior to or subsequent to the Closing or resulting from any action taken by Seller or Purchaser subsequent to or prior to the Closing, except for actions of Seller which constitute willful misconduct, bad faith or gross negligence), (B) relating to the Assumed Liabilities and any other instruments or documentsliabilities of the Seller expressly assumed by the Purchaser herein, or in refraining (C) resulting from taking such actionany material misrepresentation, the Issuer may conclusively rely material breach of any warranty, or material non-fulfillment of any covenant or agreement on the advice part of its counselPurchaser contained in this Agreement or in any written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by Purchaser pursuant hereto; and (2) Any and all actions, suits, proceedings, demands, assessments or judgments, costs and reasonable expenses (including reasonable attorneys’ fees) incident to any of the foregoing. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) amount of any lien or charge upon payments loss subject to indemnification hereunder shall be calculated net of any amounts which have been previously recovered by the Company to the Issuer Indemnified Parties under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions insurance policies or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Companycollateral sources, and the Company Indemnified Parties hereby covenant that they will not release any such collateral sources from any obligations they may have. In the event any such insurance proceeds or other payments are not received before any claim for indemnification is paid pursuant to this Agreement, then the Indemnified Parties shall have the sole right and duty (but not the obligation) to assumeexclusively pursue such collateral sources, provided they do so with reasonable diligence, and will assumein the event they receive any recovery, then the defense thereofamount of such recovery shall be applied first to reimburse the Indemnified Party for their out of pocket expenses expended in pursuing such recovery, with full power second to litigaterefund any payment made which would not have been paid had such recovery from the collateral source been obtained prior to such payment, compromise or settle and third, any excess to the same in its sole discretionIndemnified Parties.

Indemnity Against Claims. (a) Notwithstanding anything The Company agrees to and does hereby indemnify and hold harmless the contrary contained herein Lender and the Bank and any officer, director, official, employee, and attorney of the Lender and the Bank (collectively called the "Indemnified Parties") against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties and caused by, relating to, arising out of, resulting from, or in any way connected with (i) the issuance of the Bonds, or the Indenture condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing or in any other instrument or document executed by or on behalf sale of the Issuer in connection herewith, (i) Project or any part thereof including the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of rebate to the federal government; or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered untrue statement of a material fact contained in any Operative Document that is material in nature or any other information that is material in nature provided by the Company with respect to the transactions contemplated hereby; or (iii) any omission of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete. In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Issuer for breach Company, such Indemnified Party shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of its obligations under this Agreementcounsel satisfactory to the Indemnified Party, the Indenturepayment of all costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel at the Company's expense in any such action and to participate in the defense thereof. The Company shall not be liable for any settlement of any such action effected without Company's consent, but if settled with the consent of the Company, or at such time as an Event of Default is outstanding, or if there is a final judgment for the claimant on any such action, the Bonds Company agrees to indemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of such other instruments settlement or documents shall be payable solely from judgment. Notwithstanding anything in this Agreement to the revenues derived from contrary which may limit recourse to the Project by Company or may otherwise purport to limit the Issuer under this AgreementCompany's liability, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall control the Company's obligations with respect to this indemnity and shall survive repayment of the termination of this AgreementBonds. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company also will pay and discharge and will indemnify and hold harmless the Issuer from Lender and the Bank from: (i1) any lien or charge upon payments by the Company to the Issuer Lender or the Bank under the Note or hereunder, this Agreement; and (ii2) any taxes (including, without limitation, any ad valorem taxes and sales taxes, assessments, impositions and other charges upon payments by in respect of any portion of the Company to Project), other than income tax obligations of the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement Lender and the Indenture, including the reasonable fees and expenses of counselBank. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer Lender will give prompt notice to the Company, and the Company shall will have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.discretion (if no Event of Default is outstanding; otherwise the Lender shall also have the option to effect a settlement subject to the indemnification obligations of the Company hereunder). The Company's obligations, liabilities and duties hereunder shall not be diminished or altered by: (i) reason of the assumption of any defense required hereby; or (ii) the outcome of any proceeding, investigation or litigation with respect to the validity or enforceability of the matters described in this Section 10.5. ------------

Indemnity Against Claims. The Company releases the Issuer from, agrees that the Issuer shall not be liable for, and indemnifies the Issuer against, all liabilities, claims (including claims for any injury, bodily harm or death of any person), costs and expenses imposed upon or asserted against the Issuer on account of: (a) Notwithstanding anything to the contrary contained herein or in any maintenance, operation and use of the Bonds, Project Facilities; (b) any breach or default on the Indenture or in any other instrument or document executed by or on behalf part of the Issuer Company in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreement, performance of any covenant or agreement of the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer Company under this Agreement, the Note or the Continuing Disclosure Undertaking (as defined in the Indenture) or arising from any act or failure to act by the Company under such documents; (c) the refunding of the Prior Bonds, and the Indentureprovision of any information furnished by the Company in connection therewith concerning the Project Facilities or the Company (including, and no personal liability without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 2.2 or charge payable directly for inclusion in, or indirectly from as a basis for preparation of, the general funds information statements filed by the Issuer pursuant to the Code); (d) any audit of the Issuer shall arise therefrom. The provisions tax status of this Section shall survive the termination of this Agreement. interest on the Bonds; and (e) any claim, action or proceeding with respect to the matters set forth in (a), (b) In acting and (c) above brought thereon, except to the extent that any liability, claim, cost or loss was due to the Issuer's willful misconduct. The Company agrees to indemnify the Trustee and any predecessor Trustee and to hold the Trustee and any predecessor Trustee harmless against, any and all loss, claim, damage, fine, penalty, liability or expense incurred by them, including out-of-pocket and incidental expenses and reasonable legal fees and expenses ("Losses") arising out of or in connection with the acceptance or administration of the Indenture or the trusts thereunder or the performance of their duties thereunder or under this Agreement, including the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of defending themselves against or resulting from investigating any claim (whether asserted by the transactions contemplated Issuer, the Company, a Bondholder or any other person) of liability in the premises, except to the extent that any such loss, liability or expense was due to the Trustee's or such predecessor Trustee's, as the case may be, own negligence or bad faith. In addition to and not in limitation of the preceding sentence, the Company agrees to indemnify the Trustee and any predecessor Trustee and their agents, officers, directors and employees for any Losses that may be imposed on, incurred by this Agreement and or asserted against them for following any instructions or directions upon which the Trustee or such predecessor Trustee is authorized to rely pursuant to the Indenture. In case any action or proceeding is brought against the Issuer, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, Trustee or any such taxespredecessor Trustee, assessments, impositions or other charges are in respect of which indemnity may be sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposedhereunder, the Issuer will party seeking indemnity shall promptly give prompt notice of that action or proceeding to the Company, and the Company upon receipt of that notice shall have the sole obligation and the right to assume the defense of the action or proceeding. At its own expense, an indemnified party may employ separate counsel and duty participate in the defense; provided however, where it is ethically inappropriate for one firm to assume, represent the interests of the Issuer and will assumeany other indemnified party or parties, the defense thereofCompany shall pay the Issuer's, the Trustee's or the predecessor Trustee's legal expenses, respectively, in connection with the Issuer's, the Trustee's or the predecessor Trustee's retention of separate counsel. The Company shall not be liable for any settlement made without its consent. The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers, agents and employees, past, present and future, of the Issuer, the Trustee and any predecessor Trustee; and, to the extent relating to the Trustee or any predecessor Trustee, shall be for the benefit of the Trustee or such predecessor Trustee in each of its respective capacities under the Indenture. That indemnification is intended to and shall be enforceable by the Issuer, the Trustee and any predecessor Trustee, respectively, to the full power to litigate, compromise or settle the same in its sole discretionextent permitted by law.

Indemnity Against Claims. (a) Notwithstanding anything Seller hereby agrees to indemnify and hold Purchaser, its officers, directors and affiliates (collectively the “Indemnified Parties”), harmless from and against the following: (1) Any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Indemnified Parties (whether awarded against the Indemnified Parties or paid by the Indemnified Parties in settlement of a claim as provided in Section 6.3 or otherwise suffered), (A) incurred or created prior to the contrary Closing or resulting from any action taken by Seller or Starlight prior to the Closing or any action omitted to be taken by the Seller or Starlight prior to the Closing or (B) resulting from any material misrepresentation, material breach of any warranty, or material non-fulfillment of any covenant or agreement on the part of Seller or Starlight contained herein in this Agreement or in any of the Bondswritten statement, the Indenture attachment, schedule, exhibit or in any other instrument certificate furnished or document executed to be furnished by Seller or on behalf of the Issuer in connection herewithStarlight to Purchaser pursuant hereto; and (2) Any and all actions, (i) the Issuer shall have no obligation to take action under this Agreementsuits, the Indentureproceedings, the Bonds demands, assessments or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action judgments, costs and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any reasonable expenses (including reasonable attorneys' ’ fees) in such action, and (ii) incident to any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreementforegoing. (b) In acting under this AgreementPurchaser hereby agrees to indemnify and hold the Seller, its officers, directors and affiliates (collectively the Indenture“Indemnified Parties”), harmless from and against the Bonds following: (1) Any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Indemnified Parties (whether awarded against the Indemnified Parties or such other instruments paid by the Indemnified Parties in settlement of a claim as provided in Section 6.3 or documentsotherwise suffered), (A) incurred or created subsequent to the Closing or resulting from any action taken by Purchaser subsequent to or prior to the Closing or any action omitted to be taken by the Purchaser subsequent to or prior to the Closing in connection with Starlight or (B) resulting from any material misrepresentation, material breach of any warranty, or in refraining from taking such action, the Issuer may conclusively rely material non-fulfillment of any covenant or agreement on the advice part of its counselPurchaser contained in this Agreement or in any written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by Purchaser pursuant hereto; and (2) Any and all actions, suits, proceedings, demands, assessments or judgments, costs and reasonable expenses (including reasonable attorneys’ fees) incident to any of the foregoing. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) amount of any lien or charge upon payments loss subject to indemnification hereunder shall be calculated net of any amounts which have been previously recovered by the Company to the Issuer Indemnified Parties under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions insurance policies or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Companycollateral sources, and the Company Indemnified Parties hereby covenant that they will not release any such collateral sources from any obligations they may have. In the event any such insurance proceeds or other payments are not received before any claim for indemnification is paid pursuant to this Agreement, then the Indemnified Parties shall have the sole right and duty (but not the obligation) to assumeexclusively pursue such collateral sources, provided they do so with reasonable diligence, and will assumein the event they receive any recovery, then the defense thereofamount of such recovery shall be applied first to reimburse the Indemnified Party for their out of pocket expenses expended in pursuing such recovery, with full power second to litigaterefund any payment made which would not have been so paid had such recovery from the collateral source been obtained prior to such payment, compromise or settle and third, any excess to the same in its sole discretionIndemnified Parties.

Indemnity Against Claims. In the exercise of the powers of the Bank, hereunder, including without limitation the application of moneys, the investment of funds and disposition of the Project Facilities upon the occurrence of an Event of Default, neither the Bank nor its directors, officers, shareholders, employees or agents shall be accountable to the Borrower for any action taken or omitted by any of them in good faith and with the belief that it is authorized or within the discretion or rights or powers conferred hereunder or under the Indentures. The Bank and its directors, officers, shareholders, employees and agents shall be protected in acting upon any paper or document believed to be genuine, and any of them may conclusively rely upon the advice of counsel and may (but need not) require further evidence of any fact or matter before taking any action. No recourse shall be had by the Borrower for any claims based hereon or on the Indentures against any member, director, officer, employee or agent of the Bank alleging personal liability on the part of such Person unless such claims are based upon the gross negligence or willful misconduct of such Person. As such, the Borrower shall indemnify and hold harmless each Indemnified Party against any and all claims, losses, damages or liabilities, joint and several, to which the Indemnified Parties become subject, insofar as such losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) (or actions in respect thereof) suffered by any of the Indemnified Parties caused by, relating to, arising directly or indirectly out of, resulting from or in any way connected to the Project Facility or the Project or are based upon any other act or omission in connection with (a) Notwithstanding anything the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Project Facility or any part thereof; or (b) any untrue statement of a material fact contained in information submitted or to be submitted to the contrary contained herein Indemnified Parties by the Borrower with respect to the transactions contemplated hereby; or (c) any omission of any fact necessary to be stated therein in order to make such statement to the Indemnified Parties not misleading or incomplete in any material respect unless the losses, damages or liabilities arise from the gross negligence or willful misconduct of the BondsPerson to be indemnified. In the event any claim is made or action brought against an Indemnified Party, except for claims or actions brought which arise from the gross negligence or willful misconduct of any such Person, the Indenture or in any other instrument or document executed by or on behalf Indemnified Party may direct the Borrower to assume the defense of the Issuer in connection herewith, (i) the Issuer shall have no obligation to take claim and any action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action brought thereon and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any pay all reasonable expenses (including attorneys' fees) incurred therein; or such Indemnified Party may assume the defense of any such claim or action, the reasonable cost (including attorneys' fees) of which shall be paid by the Borrower upon written request of the Indemnified Party to the Borrower, provided, that if the Bank assumes such defense, no settlement of any such claim or action shall be made without the consent of the Borrower, which consent shall not be unreasonably withheld. The Borrower may engage its own counsel at its own cost to participate in the defense of any such action. The defense of any such claim shall include the taking of all actions necessary or appropriate thereto. The Borrower shall not be liable for any settlement of any such action effected without Borrower's consent, but if settled with the consent of the Borrower, or if there is a final non-appealable judgment for the claimant on any such action, the Borrower agrees to indemnify and (ii) hold harmless the Indemnified Parties from and against any judgment rendered against the Issuer for breach loss or liability by reason of its obligations under this Agreement, the Indenture, the Bonds such settlement or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefromjudgment. The indemnification provisions of this Section 9.1 shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretionCredit Documents.

Indemnity Against Claims. (a) Notwithstanding anything Seller hereby jointly and severally agrees to indemnify and hold Purchaser, its officers, directors, partners, employees, attorneys, affiliates and assigns (collectively the “Purchaser Indemnified Parties”), harmless from and against the following: (1) Excluding the Assumed Liabilities and any other liability expressly assumed by Purchaser hereunder in writing, any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Purchaser Indemnified Parties (whether awarded against the Purchaser Indemnified Parties or paid by the Purchaser Indemnified Parties in settlement of a claim as provided in Section 7.2 or otherwise suffered), (A) incurred or created in connection with the Assets prior to the contrary Closing from any action taken by Seller which constituted willful misconduct, bad faith or gross negligence, or (B) resulting from any material misrepresentation, material breach of any warranty, or material non-fulfillment of any covenant or agreement on the part of Seller contained herein in this Agreement or in any of the Bondswritten statement, the Indenture attachment, schedule, exhibit or in any other instrument certificate furnished or document executed to be furnished by Seller to Purchaser pursuant hereto; and (2) Any and all actions, suits, proceedings, demands, assessments or on behalf of the Issuer in connection herewithjudgments, (i) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action costs and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any reasonable expenses (including reasonable attorneys' ’ fees) in such action, and (ii) incident to any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreementforegoing. (b) In acting under this AgreementPurchaser hereby agrees to indemnify and hold the Seller, his employees, attorneys, affiliates and assigns (collectively the “Seller Indemnified Parties” and collectively with the Purchaser Indemnified Parties, the Indenture“Indemnified Parties”), harmless from and against the Bonds following: (1) Any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Seller Indemnified Parties (whether awarded against the Seller Indemnified Parties or such paid by the Seller Indemnified Parties in settlement of a claim as provided in Section 7.2 or otherwise suffered), (A) incurred or created in connection with the Assets (whether incurred or created prior to or subsequent to the Closing or resulting from any action taken by Seller or Purchaser subsequent to or prior to the Closing, except for actions of Seller which constitute willful misconduct, bad faith or gross negligence), (B) relating to the Assumed Liabilities and any other instruments or documentsliabilities of the Seller expressly assumed by the Purchaser herein, or in refraining (C) resulting from taking such actionany material misrepresentation, the Issuer may conclusively rely material breach of any warranty, or material non-fulfillment of any covenant or agreement on the advice part of its counselPurchaser contained in this Agreement or in any written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by Purchaser pursuant hereto; and (2) Any and all actions, suits, proceedings, demands, assessments or judgments, costs and reasonable expenses (including reasonable attorneys’ fees) incident to any of the foregoing. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) amount of any lien or charge upon payments loss subject to indemnification hereunder shall be calculated net of any amounts which have been previously recovered by the Company to the Issuer Indemnified Parties under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions insurance policies or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Companycollateral sources, and the Company Indemnified Parties hereby covenant that they will not release any such collateral sources from any obligations they may have. In the event any such insurance proceeds or other payments are not received before any claim for indemnification is paid pursuant to this Agreement, then the Indemnified Parties shall have the sole right and duty (but not the obligation) to assumeexclusively pursue such collateral sources, provided they do so with reasonable diligence, and will assumein the event they receive any recovery, then the defense thereofamount of such recovery shall be applied first to reimburse the Indemnified Party for their out of pocket expenses expended in pursuing such recovery, with full power second to litigaterefund any payment made which would not have been paid had such recovery from the collateral source been obtained prior to such payment, compromise or settle and third, any excess to the same in its sole discretionIndemnified Parties.

Indemnity Against Claims. The Company releases the Issuer from, agrees that the Issuer shall not be liable for, and indemnifies the Issuer against, all liabilities, claims, costs and expenses imposed upon or asserted against the Issuer on account of: (a) Notwithstanding anything the maintenance, operation and use of the Project; (b) any breach or default on the part of the Company in the performance of any covenant or agreement of the Company under this Agreement or the Note or arising from any act or failure to act by the contrary contained herein or in any Company under such documents; (c) the refunding of the Refunded Bonds, the issuance of the Bonds, and the provision of any information furnished by the Company in connection therewith concerning the Project or the Company (including, without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 3.2 or for inclusion in, or as a basis for preparation of, the information statements filed by the Issuer pursuant to the Code) or the subsequent remarketing or determination of the interest rate or rates on the Bonds; (d) any audit of the tax status of the interest on the Bonds; and (e) any claim or action or proceeding with respect to the matters set forth in (a), (b), (c) and (d) above brought thereon, except to the extent that any liability, claim, cost or loss was due to the Issuer's willful misconduct. The Company agrees to indemnify the Trustee and to hold the Trustee harmless against, any and all loss, claim, damage, fine, penalty, liability or expense incurred by it, including out-of-pocket and incidental expenses and legal fees and expenses (“Losses”), arising out of or in connection with the acceptance or administration of the Indenture or in any other instrument the trusts thereunder or document executed by the performance of its duties thereunder or on behalf of the Issuer in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreement, including the costs and expenses of defending itself against or investigating any claim (whether asserted by the Issuer, the Company, a Bondholder, or any other person) of liability in the premises, except to the extent that any such loss, liability or expense was due to its own negligence or bad faith. In addition to and not in limitation of the preceding sentence, the Company agrees to indemnify the Trustee and any predecessor Trustee and its agents, officers, directors and employees for any Losses that may be imposed on, incurred by or asserted against it for following any instructions or directions upon which the Trustee is authorized to rely pursuant to the Indenture, the Bonds . In case any action or such other instruments or documents unless the Issuer proceeding is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered brought against the Issuer for breach or the Trustee, in respect of its obligations under this Agreementwhich indemnity may be sought hereunder, the Indenture, the Bonds party seeking indemnity shall promptly give notice of that action or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice proceeding to the Company, and the Company upon receipt of that notice shall have the sole obligation and the right and duty to assumeassume the defense of the action or proceeding; provided, that failure to give that notice shall not relieve the Company from any of its obligations under this Section except to the extent, and will assumeonly to the extent, that such failure prejudices the defense of the claim, demand, action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense; provided, however, where it is ethically inappropriate for one firm to represent the interests of the Issuer and any other indemnified party or parties, the defense thereofCompany shall pay the Issuer's or the Trustee's legal expenses, respectively, in connection with the Issuer's or the Trustee's retention of separate counsel. The Company shall not be liable for any settlement made without its consent. The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers, agents, attorneys and employees, past, present and future, of the Issuer and the Trustee. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full power to litigate, compromise or settle the same in its sole discretionextent permitted by law.

Indemnity Against Claims. In the exercise of the powers of the Bank, hereunder, including without limitation the application of moneys, the investment of funds and disposition of the Project Facilities upon the occurrence of an Event of Default, neither the Bank nor its directors, officers, shareholders, employees or agents shall be accountable to the Company for any action taken or omitted by any of them in good faith and with the belief that it is authorized or within the discretion or rights or powers conferred hereunder or under the Indenture. The Bank and its directors, officers, shareholders, employees and agents shall be protected in acting upon any paper or document believed to be genuine, and any of them may conclusively rely upon the advice of counsel and may (but need not) require further evidence of any fact or matter before taking any action. No recourse shall be had by the Company for any claims based hereon or on the Indenture against any member, director, officer, employee or agent of the Bank alleging personal liability on the part of such person unless such claims are based upon the gross negligence or willful misconduct of such person. As such, the Company shall indemnify and hold harmless the Bank, and each director, officer, shareholder, employee, attorney and agent of the Bank (collectively the "Indemnified Parties") against any and all claims, losses, damages or liabilities, joint and several, to which the Indemnified Parties become subject, insofar as such losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) (or actions in respect thereof) suffered by any of the Indemnified Parties caused by, relating to, arising directly or indirectly out of, resulting from or in any way connected to the Project Facility or the Project or are based upon any other act or omission in connection with (a) Notwithstanding anything the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Project Facility or any part thereof; or (b) any untrue statement of a material fact contained in information submitted or to be submitted to the contrary contained herein Indemnified Parties by the Company with respect to the transactions contemplated hereby; or (c) any omission of a material fact necessary to be stated therein in any order to make such statement to the Indemnified Parties not misleading or incomplete unless the losses, damages or liabilities arise from the gross negligence or willful misconduct of the Bondsperson to be indemnified. In the event any claim is made or action brought against an Indemnified Party, except for claims or actions brought which arise from the gross negligence or willful misconduct of any such person, the Indenture or in any other instrument or document executed by or on behalf Indemnified Party may direct the Company to assume the defense of the Issuer in connection herewith, (i) the Issuer shall have no obligation to take claim and any action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action brought thereon and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any pay all reasonable expenses (including attorneys' fees) incurred therein; or such Indemnified Party may assume the defense of any such claim or action, the reasonable cost (including attorneys' fees) of which shall be paid by the Company upon written request of the Indemnified Party to the Company, provided, that if the Bank assumes such defense, no settlement of any such claim or action shall be made without the consent of the Company, which consent shall not be unreasonably withheld. The Company may engage its own counsel to participate in the defense of any such action. The defense of any such claim shall include the taking of all actions necessary or appropriate thereto. The Company shall not be liable for any settlement of any such action effected without Company's consent, but if settled with the consent of the Company, or if there is a final judgment for the claimant on any such action, the Company agrees to indemnify and (ii) hold harmless the Indemnified Parties from and against any judgment rendered against the Issuer for breach loss or liability by reason of its obligations under this Agreement, the Indenture, the Bonds such settlement or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefromjudgment. The indemnification provisions of this Section 5.19 shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretionLoan Documents.

Indemnity Against Claims. (a) Notwithstanding anything to the contrary contained herein or Seller shall keep its work and all goods supplied by it hereunder and Xxxxx premises free and clear of all liens and encumbrances in any way arising from performance of the Bondsthis Purchase Order by Seller or by any of its vendors or subcontractors. Seller may be required by Buyer to provide a satisfactory release of liens as a condition of final payment. (b) Seller shall, the Indenture or in any other instrument or document executed by or on behalf of the Issuer in connection herewithwithout limitation, indemnify and save Buyer and its customer(s) and their respective officers, directors, employees and agents harmless from and against (i) the Issuer shall have no obligation to take action all claims (including claims under this AgreementWorkers’ Compensation or Occupational Disease laws or other equivalent laws in Seller’s country) and resulting costs, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' feeslegal fees and costs) and liability which arise from personal injury, death, or property loss or damage attributed to, or caused by, the goods supplied, or the services performed by Seller pursuant to this Purchase Order, including, without limitation, latent defects in such actiongoods and/or services, except to the extent that such injury, death, loss or damage is caused solely and directly by the negligence of Buyer, and (ii) all claims (including resulting costs, expenses and liability) by the employees of Seller or any of its subcontractors. (c) Seller shall, without limitation, indemnify and save and hold harmless Buyer from and against (i) any and all income tax, National Insurance and social security contributions (including, to the extent permitted by law, secondary Class 1 National Insurance contributions) and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the provision of the services by Seller or any individual tasked by the Seller of providing the services ("Individual") or any payment or benefit received or treated as being received by the Seller or the Individual in respect of the services, together with any fines, penalties and interest in connection with the same, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project and all claims by the Issuer under this Agreement, Seller or the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from Individual that (i) any lien or charge upon payments by the Company Buyer has failed to take reasonable care in coming to the Issuer under the Note or hereunderconclusion mentioned in a status determination statement, and/or (ii) any taxesthe Buyer has otherwise failed to comply with Part 2, assessments, impositions Chapters 7 – 10 of the Income Tax (Earnings and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iiiPensions) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposedAct 2003, the Issuer will give prompt notice to the CompanySocial Security Contributions (Intermediaries) Regulations 2000 and any related income tax, National Insurance and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretionPAYE legislation.

Indemnity Against Claims. (a) Notwithstanding anything The Buyer hereby agrees to indemnify and hold the contrary Seller and Xxxxx, and each of their respective officers, directors and affiliates (collectively the “Seller Indemnified Parties”), harmless from and against the following: (i) Any and all Liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Seller Indemnified Parties (whether awarded against the Indemnified Parties or paid by the Seller Indemnified Parties in settlement of a claim as provided in Section 8.3 or otherwise suffered), resulting from any misrepresentation or material breach of any warranty, condition or agreement on the part of the Buyer contained herein in this Agreement or in any of written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by the BondsBuyer (a) pursuant hereto or (B) resulting from any transaction, matter or thing, happening or occurrence directly or indirectly related to or arising from the Indenture transactions contemplated hereby occurring prior to the Closing; and (ii) Any and all actions, suits, proceedings, demands, assessments or in any other instrument or document executed by or on behalf of the Issuer in connection herewithjudgments, (i) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action costs and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any reasonable expenses (including reasonable attorneys' ’ fees) in such action, and (ii) incident to any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreementforegoing. (b) In acting under Each of the Seller and Xxxxx hereby agrees to indemnify and hold the Buyer, and its officers, directors and affiliates (collectively the “Buyer Indemnified Parties”), harmless from and against the following: (i) Any and all Liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Buyer Indemnified Parties (whether awarded against the Buyer Indemnified Parties or paid by the Buyer Indemnified Parties in settlement of a claim as provided in Section 8.3 or otherwise suffered), resulting from any misrepresentation, breach of any warranty, condition or agreement on the part of the Seller or Xxxxx contained in this Agreement, the Indenture, the Bonds or such other instruments or documents, Agreement or in refraining any written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by the Seller or Xxxxx pursuant hereto or resulting from taking such actionany transaction, matter or thing, happening or occurrence directly or indirectly related to or arising from the Issuer may conclusively rely on transactions contemplated hereby occurring prior to the advice Closing ; and (ii) Any and all actions, suits, proceedings, demands, assessments or judgments, costs and reasonable expenses (including reasonable attorneys’ fees) incident to any of its counselthe foregoing. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) amount of any lien or charge upon payments loss subject to indemnification hereunder shall be calculated net of any amounts which have been previously recovered by the Company Indemnified Parties, the Buyer Indemnified Parties and the Seller Indemnified Parties are hereinafter collectively referred to as the “Indemnified Parties”) under insurance policies or other collateral sources, and the Indemnified Parties hereby covenant that they will not release any such collateral sources from any obligations they may have. In the event any such insurance proceeds or other payments are not received before any claim for indemnification is paid pursuant to this Agreement, then the Indemnified Parties shall have the right (but not the obligation) to exclusively pursue such collateral sources, provided they do so with reasonable diligence, and in the event they receive any recovery, then the amount of such recovery shall be applied first to reimburse the Indemnified Party for their out-of-pocket expenses expended in pursuing such recovery, second to refund any payment made which would not have been so paid had such recovery from the collateral source been obtained prior to such payment, and third, any excess to the Issuer Indemnified Parties. (d) Any person entitled to indemnification under this Agreement (the Note “Indemnified Party”) shall promptly give notice (an “Indemnification Notice”) to the parties required to provide indemnification (collectively the “Indemnifying Party”) after the Indemnified Party shall have knowledge of any demands, claims, actions or hereundercauses of action (singly, (iia “Claim” and hereinafter referred to collectively as “Claims”) any taxes, assessments, impositions and other charges upon payments which might give rise to a Claim by the Company Indemnified Party against the Indemnifying Party stating the nature and basis of said Claim and amount thereof, to the Issuer under extent known. A failure to give notice hereunder shall not relieve the Note Indemnifying Party from the obligation hereunder unless such failure to give notice shall materially and adversely affect Indemnifying Party’s ability to defend the Claim. Each such Indemnification Notice shall specify in reasonable detail the nature and amount of the Claim and shall, to the extent available to the Indemnified Party, include such supporting documentation as shall reasonably be necessary to apprise the Indemnifying Party of the facts giving rise to the Claim. After the delivery of an Indemnification Notice certifying that the Indemnified Party has incurred or hereunder and (iii) had asserted against it any and all liabilityliabilities, claims, losses, damages, costs and or expenses arising out for which indemnity may be sought in accordance with the terms of this Section 8 (the “Damages”), the Indemnified Party shall make a claim in an amount equal to the incurred Damages or resulting from asserted Damages, as the transactions contemplated by this Agreement case may be, and the Indenture, including Indemnifying Party shall promptly reimburse the reasonable fees Indemnified Party for the Damages for which the Indemnified Party has incurred and expenses not been indemnified. In the event the amount of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges Damages are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposednot promptly reimbursed by Indemnifying Party as aforesaid, the Issuer will give prompt amount of such unreimbursed Damages shall accrue interest at a rate equal to two percent (2%) above the prime rate as published in the Wall Street Journal. (e) With respect to any third party Claims, the Indemnifying Party may participate in the defense at any time or it may assume the defense by giving notice to the Company, and Indemnified Party. After assuming the Company shall have the sole right and duty to assume, and will assumedefense, the defense thereofIndemnifying Party: (i) must select an attorney that is satisfactory to the Indemnified Party; (ii) is not liable to the Indemnified Party for any later attorney’s fees or for any other later expenses that the Indemnified Party incurs, with full power to litigate, except for reasonable investigation costs; (iii) must not compromise or settle the same action without the Indemnified Party’s consent (unless the Claim solely is for money damages and the Indemnified Party and its officers, directors and controlling persons receive unconditional general releases); (iv) is not liable for any compromise or settlement made without its consent; (v) If the Indemnifying Party fails to assume the defense within ten (10) days after receiving notice of the action, the Indemnifying Party is bound by any determination made in the action or by any compromise or settlement made by the Indemnified Party, and also remains liable to pay the Indemnified Party’s legal fees and expenses; and (vi) The Indemnified Party will cooperate fully with the Indemnifying Party in the conduct of any proceeding as to which the Indemnifying Party assumes the defense hereunder. Such cooperation shall include (1) providing the Indemnifying Party and its counsel access to all books and records of the Indemnified Party to the extent reasonably related to such proceeding, (2) furnishing information about the Indemnified Party to the Indemnifying Party and their counsel, (3) making employees available to counsel to the Indemnifying Party, and (4) preserving the existence of and maintaining all books and records of the Indemnified Party or any other Indemnified Party that is an entity that may reasonably be deemed to be potentially relevant to any such proceeding until the proceeding is finally concluded. (f) The remedies provided to an Indemnified Party herein shall be cumulative and shall not preclude an Indemnified Party from asserting any other rights or seeking any other remedies against an Indemnifying Party or his or its respective heirs, successors or assigns. The asser­tion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent or subsequent assertion or employment of any other appropriate right or remedy. (g) Notwithstanding anything contained herein to the contrary, Seller and Xxxxx agree that any amounts required to be paid to the Buyer Indemnified Parties under this Section 8 may, at the sole discretionoption of the Buyer, be withheld, offset and/or paid from the royalties otherwise payable by the Buyer to CSI-NV under the NetQin Sublicense Agreement or any other agreement involving the Acquired Assets.

Indemnity Against Claims. (a) Notwithstanding anything The Seller hereby agrees to indemnify and hold Purchaser (the contrary "Indemnified Party"), harmless from and against the following: (i) Any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Indemnified Party (whether awarded against the Indemnified Party or paid by the Indemnified Party in settlement of a claim as provided in Section 5.2 or otherwise suffered), resulting from the breach of any representation or non-fulfillment of any covenant on the part of the Seller contained herein in this Agreement or in any of written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by the BondsSeller to Purchaser pursuant hereto; (ii) Any and all actions, the Indenture suits, proceedings, demands, assessments or in any other instrument or document executed by or on behalf of the Issuer in connection herewithjudgments, (i) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action costs and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any reasonable expenses (including reasonable attorneys' fees) in such action, and incident to any of the foregoing; (iiiii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds cost arising out of the Issuer shall arise therefrom. The provisions manner in which Seller compensates their employees and other persons who work or have worked for Seller; and (iv) past taxes (including interest, penalties, etc.) imposed in respect of this Section shall survive the termination income, business, property or operations of this AgreementSeller, or for which any member of Seller may otherwise be liable for the period up to and including the Closing Date. (b) The amount of any loss subject to indemnification hereunder shall be calculated net of any amounts which have been previously recovered by the Indemnified Party under insurance policies or other collateral sources, and the Indemnified Party hereby covenants that it will not release any such collateral sources from any obligations it may have. In acting under the event any such insurance proceeds or other payments are not received before any claim for indemnification is paid pursuant to this Agreement, then the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company Indemnified Party shall have the sole right and duty (but not the obligation) to assumeexclusively pursue such collateral sources, provided it does so with reasonable diligence, and will assumein the event it receives any recovery, then the defense thereofamount of such recovery shall be applied first to reimburse the Indemnified Party for its out of pocket expenses expended in pursuing such recovery, with full power second to litigaterefund any payment made which would not have been so paid had such recovery from the collateral source been obtained prior to such payment, compromise or settle and third, any excess to the same in its sole discretionIndemnified Party.

Indemnity Against Claims. Sellers shall severally indemnify, defend and hold harmless Seabury and its affiliates from and against the following: (ai) Notwithstanding anything to any and all damages resulting from any misrepresentation, breach of any warranty, or non-fulfillment of any agreement or covenant on the contrary part of the Sellers or Wohlers, whether contained herein in this Agreement, any Exhibit or in Schedule hereto, any of the BondsOperative Documents, the Indenture or any statement or certificate furnished or to be furnished to Seabury pursuant hereto or in connection with the transactions contemplated hereby; and (ii) any other instrument and all actions, suits, proceedings, claims, demands, assessments, damages, judgments, losses, costs and expenses arising from or document executed by or on behalf based upon any of the Issuer in connection herewithforegoing, (i) including but not limited to reasonable attorneys' fees. Notwithstanding the Issuer foregoing, Sellers shall have no obligation to take action indemnify Seabury and its affiliates under this AgreementParagraph 13 (except with respect to fraudulent or knowing, the Indentureintentional misrepresentations of Seller contained herein, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents which there shall be payable solely from no minimum dollar threshold) until such time, if any, that the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds aggregate amounts of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreementliabilities, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liabilitylosses, damages, claims, costs and expenses arising out in respect of or resulting from which Seabury and its affiliates is otherwise entitled to indemnification hereunder, exceeds $250,000, in which event Sellers shall reimburse Seabury and its affiliates for the transactions contemplated by this Agreement and the Indenturefull amount of such liabilities, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liabilitylosses, damages, claims, costs and expenses are sought in excess of $250,000, provided, however, that no individual liability, loss, damage, claim, cost or expense shall be taken into account unless amounting to more than $5,000, except that no more than $50,000 shall be imposedso disregarded, and further provided that the aggregate liability of Sellers shall not exceed the market value of the Available Shares (as hereinafter defined) at the time of an indemnification payment hereunder. For purposes hereof, the Issuer will give prompt notice Available Shares shall initially be equal to the Company, number of Original Shares and shall be reduced upon each indemnification payment hereunder by the Company shall number of shares of MMC Stock which have a market value at the sole right and duty time of such payment equal to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretionamount of such payment.

Indemnity Against Claims. (a) Notwithstanding anything to the contrary contained herein or Seller shall keep its work and all goods supplied by it hereunder and Xxxxx premises free and clear of all liens and encumbrances in any way arising from performance of the Bondsthis Purchase Order by Seller or by any of its vendors or Subcontractors. Seller may be required by Buyer to provide a satisfactory release of liens as a condition of final payment. (b) Seller shall, the Indenture or in any other instrument or document executed by or on behalf of the Issuer in connection herewithwithout limitation, indemnify and save Buyer and its customer(s) and their respective officers, directors, employees and agents harmless from and against (i) the Issuer shall have no obligation to take action all claims (including claims under this AgreementWorkers’ Compensation or Occupational Disease laws or other equivalent laws in Seller’s country) and resulting costs, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' feeslegal fees and costs) and liability which arise from personal injury, death, or property loss or damage attributed to, or caused by, the goods supplied, or the services performed by Seller pursuant to this Purchase Order, including, without limitation, latent defects in such actiongoods and/or services, except to the extent that such injury, death, loss or damage is caused solely and directly by the negligence of Buyer, and (ii) all claims (including resulting costs, expenses and liability) by the employees of Seller or any of its Subcontractors. (c) Seller shall, without limitation, indemnify and save and hold harmless Buyer from and against (i) any and all income tax, National Insurance and social security contributions (including, to the extent permitted by law, secondary Class 1 National Insurance contributions) and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the provision of the services by Seller or any individual tasked by the Seller of providing the services ("Individual") or any payment or benefit received or treated as being received by the Seller or the Individual in respect of the services, together with any fines, penalties and interest in connection with the same, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project and all claims by the Issuer under this Agreement, Seller or the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from Individual that (i) any lien or charge upon payments by the Company Buyer has failed to take reasonable care in coming to the Issuer under the Note or hereunderconclusion mentioned in a status determination statement, and/or (ii) any taxesthe Buyer has otherwise failed to comply with Part 2, assessments, impositions Chapters 7 – 10 of the Income Tax (Earnings and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iiiPensions) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposedAct 2003, the Issuer will give prompt notice to the CompanySocial Security Contributions (Intermediaries) Regulations 2000 and any related income tax, National Insurance and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretionPAYE legislation.

Indemnity Against Claims. (a) Notwithstanding anything The Company releases the Trustee from, agrees that the Trustee shall not be liable for, and agrees to indemnify and hold the contrary contained herein Trustee harmless from any liabilities, losses or in damages, or claims for any liabilities, losses or damages, arising out of the Bondsfailure, the Indenture or in any other instrument or document executed by or on behalf claimed failure, of the Issuer Company to comply with its covenants contained in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreement, including, in each such case, any reasonable attorneys’ fees. The Company agrees to indemnify and hold the IndentureTrustee harmless to the fullest extent permitted by law from any losses, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any costs, charges, expenses (including reasonable attorneys' ’ fees) ), judgments and liabilities incurred by it in such connection with any action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds suit or such other instruments proceeding instituted or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or threatened in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from connection with the transactions contemplated by this Agreement and or the Indenture. However, including no provision of this Section 5.2(a) shall be construed to relieve the reasonable fees and expenses of counselTrustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct. If any such lien or charge claim is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposedasserted, the Issuer Trustee will give prompt notice to the Company, Company and the Company shall have the sole right and duty to assume, and will assume, assume the defense thereofof the claim, with full power to litigate, compromise or settle the same in its sole discretion, it being understood that the Trustee will not settle or consent to the settlement of the same without the written consent of the Company. If the Company so assumes the defense of any so asserted claim, the Company will not be liable to any indemnified party under this Agreement for any legal or other expenses subsequently incurred by‌ such indemnified party in connection with that defense, other than reasonable costs of investigation. (a) The Authority and its members, officers, agents, employees, successors and assigns or other elected or appointed officials of the Authority, past, present, or future (the “Indemnified Persons”) shall not be liable to the Company for any reason. The Company shall defend, indemnify and hold the Authority and the Indemnified Persons harmless from any loss, claim, damage, tax, penalty or expense (including reasonable counsel fees), or liability of any nature due to any and all suits, actions, legal or administrative proceedings, or claims arising or resulting from, or in any way connected with: (i) any act, failure to act, or misrepresentation by any person in connection with the issuance, sale or delivery of the Bonds, or (ii) any act, failure to act, or misrepresentation by the Authority in connection with this Agreement or any other document involving the Authority in this matter. If any suit, action or proceeding is brought against the Authority or any Indemnified Person, that suit, action or proceeding shall be defended by counsel to the Authority or the Company, as the Authority shall determine; provided, however, that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds, the Authority will cooperate with the Company, at the Company’s expense and at its direction, in connection with such examination, unless the Authority has been advised by counsel that the Authority and the Company have actual or potential differing interests. If the defense is by counsel to the Authority, the Company shall indemnify the Authority and the Indemnified Persons for the reasonable cost of that defense, including reasonable counsel fees. If the Authority determines that the Company shall defend the Authority or any Indemnified Person, the Company shall immediately assume the defense at its cost. Neither the Authority nor the Company shall be liable for any settlement of any proceeding made without each of their consent (which consent shall not be unreasonably withheld). (b) The Company shall also indemnify the Authority and Indemnified Persons for all reasonable costs and expenses, including reasonable counsel fees, incurred in (i) enforcing any obligation of the Company under this Agreement or any related agreement, (ii) taking any action requested by the Company, (iii) taking any action required by this Agreement or any related agreement, or (iv) taking any action considered necessary by the Authority and which is authorized by this Agreement or any related agreement. (c) Any provision of this Agreement or any other instrument or document executed and delivered in connection with this Agreement to the contrary notwithstanding, the Authority retains the right to (i) enforce any applicable federal or state law or regulation, or any ordinance of the Authority and (ii) enforce any rights accorded the Authority by federal or state law or regulation or by any ordinance of the Authority, and nothing in this Agreement shall be construed as an express or implied waiver of those rights. (d) If the Authority is to take any action under this Agreement or any other instrument executed in connection with this Agreement for the benefit of the Company, it will do so if and only if (i) the Authority is a necessary party to any such action or proceeding, (ii) the Authority has received specific written direction from the Company, as required under this Agreement or under any other instrument executed in connection with this Agreement, as to the action to be taken by the Authority and (iii) a written agreement of indemnification and payment of costs, liabilities and expenses satisfactory to Authority has been executed by the Company prior to the taking of any such action by the Authority. (e) The obligations of the Company under this Section 5.2 shall survive any assignment or termination of this Agreement and any resignation or removal of the Trustee.

Indemnity Against Claims. (a) Notwithstanding anything to The Company will indemnify the contrary contained herein or in any of the BondsTrustee, the Indenture Board and each director, officer, employee, attorney and agent thereof (herein "Indemnitees") and will hold the Indemnitees harmless against, any and all claims and liabilities of any character or in any other instrument nature whatsoever, regardless of by whom asserted or document executed imposed, and by or on behalf of any person, firm, corporation, or governmental authority, arising out of, resulting from, or in any manner connected with the Issuer Project and the issuance of the Bonds, including, without limiting the generality of the foregoing: (a) liability resulting from any destruction of or damage to property or injury or death of any person or persons occurring in connection herewithwith the acquisition, (i) the Issuer shall have no obligation to take action under this Agreementconstruction, the Indentureuse, the Bonds non-use, condition or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds operation of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement.Project; (b) In acting under this Agreement, any liability with respect to any contract or purchase order for the Indenture, acquisition and construction of the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel.Project; (c) any actions relating to the acquisition and construction of the Project or any part thereof; or (d) any claim or liability arising out of any action taken by Indemnitees at the request of the Company (or any person authorized to act on behalf of the Company) in any manner related to this Agreement. The Company will pay and discharge and will indemnify and hold harmless or reimburse all legal or other expenses reasonably incurred by Indemnitees, as the Issuer from (i) case may be, in connection with the investigation or defense of any lien action or charge upon payments proceeding whether or not resulting in liability, with respect to any claim, liability or loss in respect of which indemnity may be sought by Indemnitees against the Company to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out provisions of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counselSection. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the The Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion. Nothing contained in this section shall be construed to indemnify Indemnitees against or to release any of such parties from liability for any claim, liability or loss that may result from gross negligence, bad faith or willful misconduct by Indemnitees. Anything to the contrary herein contained notwithstanding, the covenants of the Company contained in this Section shall, with respect to any claim, liability or loss for which the Company is obligated to provide indemnity, remain in full force and effect after the termination of this Agreement until: (i) any cause of action brought in respect of such claim, liability or loss shall be barred by the applicable statute of limitations as determined by a court of competent jurisdiction; or (ii) the payment in full or the satisfaction of such claim, liability or loss, including all reasonable expenses incurred by Indemnitees in defending against any such claim, liability or loss. The obligations of the Company to indemnify or defend Indemnitees shall attach and become effective with regard to any claim only upon condition that Indemnitees reasonably promptly notify the Company in writing upon Indemnitees' discovery of such claim and tender the defense of such claim to the Company. Indemnitees shall have no right to further reimbursement for legal or other expenses incurred in investigation or defense of such claim after the Company accepts such tender.

Indemnity Against Claims. ‌ (a) Notwithstanding anything The Borrower hereby agrees to indemnify and save harmless the Lender and the Master Servicer/Trustee from and against all liabilities, obligations, suits, actions, claims, judgments, demands, damages, penalties, fines, assessments, losses, expenses, fees (including all reasonable fees and expenses of attorneys, auditors and consultants), taxes (exclusive of income taxes on fees earned by the Lender or the Master Servicer/Trustee), contributions, and costs of every kind and nature (including litigation and court costs, amounts paid in settlement by or with the approval of the Borrower, and amounts paid to discharge judgments) (collectively, “Claims”) incurred by, or asserted or imposed against, an Indemnified Party (as that term is defined below), the Borrower or any other person directly or indirectly resulting from or arising out of or relating to (but excluding such Claims arising from the gross negligence or willful misconduct of the Lender or the gross negligence or willful misconduct of the Master Servicer/Trustee): (i) The issuance, sale or delivery of the Bonds and the acceptance and administration by the Master Servicer/Trustee of its trusts under the Bond Loan Documents; (ii) The enforcement of (a) the provisions of this Bond Loan Agreement, the other Bond Documents and the Loan Documents and (b) the obligations of the Borrower imposed hereby or thereby; (iii) Any untruthful, misleading or inaccurate information supplied by the Borrower relating to the contrary Eligible Purposes, the Borrower, the Secondary Loan, the Secondary Borrower or to the terms of financing relating to the Eligible Purposes, including but not limited to, any breach of any representation or warranty of the Borrower set forth in the Loan Documents or any certificate delivered pursuant thereto, and any representation or warranty of the Borrower, or any information of or provided by the Borrower that contains or contained herein any untrue or misleading statement of fact or omits or omitted to state any material fact necessary to make the statements made therein not misleading in light of the circumstances under which they were made; (iv) Any breach or alleged breach by the Borrower of the covenants of the Borrower contained herein; (v) Any injury to or death of any person or damage to property in or upon the Bond Loan Collateral or growing out of or connected with the repair, management, ownership, operation, use, non-use, maintenance, construction, design, installation, rehabilitation, condition or occupancy of the Bond Loan Collateral or any part thereof; (vi) Violation or breach of any agreement, covenant, representation, warranty or condition of this Bond Loan Agreement or the Note, except by the Lender in the case of its gross negligence or willful misconduct or the Master Servicer/Trustee in the case of its gross negligence or willful misconduct; (vii) The deposit, storage, disposal, burial, dumping, injecting, spilling, leaking, or other placement or release in, on or from the Bond Loan Collateral, of Hazardous Substances (as defined in Section 4.11 hereof) or the violation or alleged violation of any laws related to Hazardous Substances, or official interpretation thereof in connection with the Bond Loan Collateral or the land on which the Bond Loan Collateral is located; (viii) All expenses reasonably incurred in the investigation of, preparation for or defense of any litigation, proceeding or investigation of any nature whatsoever related to the Bond Loan Collateral, the Eligible Purposes or the Bonds, commenced or threatened against the Borrower or an Indemnified Party; (ix) Any action, suit, claim, demand or proceeding contesting or affecting title to the Bond Loan Collateral; (x) Any suit, action, administrative proceeding, enforcement action, or governmental or private action of any kind whatsoever commenced against the Borrower, the Bond Loan Collateral, or an Indemnified Party that might adversely affect the validity or enforceability of the Bonds, the Indenture Loan Documents, or in the performance by the Borrower or by any Indemnified Party of their respective obligations under the Loan Documents, the Bond Documents or any other instrument or document executed by or on behalf of the Issuer in connection herewith, therewith by the Borrower or any Indemnified Party; (ixi) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses Any claims (including without limitation third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims), interest or losses, attorneys' ’ fees (including any fees and expenses incurred in enforcing this indemnity), consultant fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable expert fees that arise directly or indirectly from or in connection with the general funds presence on the Bond Loan Collateral of hazardous substances, wetlands, tidelands or swamp and overflow lands, or any breach of Sections 4.11 or 4.12 hereof. The defense of any such claims or liabilities shall be the sole cost and obligation of the Issuer Borrower. Neither the Lender nor the Master Servicer/Trustee, or their successors and assigns, shall arise therefrombe obligated to assume or defend any such claim, whether asserted against the Borrower or otherwise. The provisions Borrower shall promptly reimburse the Lender and the Master Servicer/Trustee for their respective costs of this Section shall survive the termination defense of this Agreement.any such claim, including reasonable expenses and reasonable attorney’s fees and expenses; or (bxii) In acting under this AgreementInformation provided by the Borrower or any Secondary Borrower or required and failed to be furnished by the Borrower or any Secondary Borrower relating to the Borrower, the IndentureSecondary Loan, the Bonds Bond Loan Collateral or such other instruments the Eligible Purposes, including, without limitation, any information furnished by the Borrower or documentsthe Secondary Borrower for, and included in, or in refraining from taking such actionused as a basis for preparation of, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) any lien certifications, information statements or charge upon payments reports furnished by the Company Lender, any other information or certification obtained from the Borrower with respect to the Issuer under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement the Supplemental Indenture, the Bonds, and the IndentureBond Documents and the carrying out by the Borrower of any of the transactions contemplated by the Bonds, the Supplemental Indenture and the Bond Documents. All references to the Lender and the Master Servicer/Trustee in this Section 5.12 shall be deemed to include all their respective past, present, and future officers, directors, members, employees, commissioners, agents, Affiliates, servicers, Program Administrators, and other contractors and their permitted successors and assigns (also referred to herein as “Indemnified Party” or “Indemnified Parties”). The indemnification of the Master Servicer/Trustee referenced herein also covers Claims incurred by the Master Servicer/Trustee (and the Indemnified Parties) in connection with the acceptance or administration by the Master Servicer/Trustee of its trusts and duties under the Bond Loan Documents and as assignee of the Lender under this Agreement. The Borrower shall indemnify and save each Indemnified Party harmless from any such Claims (but excluding such Claims arising from the gross negligence or willful misconduct of the Lender or the gross negligence or willful misconduct of the Master Servicer/Trustee) and upon notice from such Indemnified Party, the Borrower shall defend them or either of them in any such action or proceeding as provided below. Any Indemnified Party, after receipt of notice of the existence of a Claim in respect of which indemnity hereunder may be sought or of the commencement of any action against an Indemnified Party in respect of which indemnity hereunder may be sought, shall notify the Borrower in writing of the existence of such Claim or commencement of such action. The Borrower shall undertake promptly to defend, at its sole cost and expense, any and all Claims against an Indemnified Party in connection with any of the matters indemnified against in this Section 5.12. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought under this Bond Loan Agreement, the Borrower, upon receipt of written notice from the Indemnified Party, shall assume the investigation and defense of the Claims, including the reasonable fees and expenses employment of counsel. If any such lien or charge is sought to be imposed upon paymentscounsel selected by the Borrower, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice subject to the Company, and reasonable approval of the Company Indemnified Party in such party’s sole discretion. The Borrower shall have pay all expenses related to the sole right and duty to assume, and will assume, the defense thereofaction or proceeding, with full power to litigate, compromise or settle the same in its sole discretion, provided that the Lender, the CDFI Fund and the Master Servicer/Trustee, as appropriate, shall have the right to review and approve or disapprove any such compromise or settlement. If (i) an Indemnified Party determines that a potential conflict of interest exists or may arise as a result of the Borrower assuming the investigation and defense of any Claims, (ii) an Indemnified Party shall have been advised by counsel that there may be legal defenses available to it which are different from or additional to those available to the Borrower, or that a conflict exists that could affect the zealous defense of such Claims by the Borrower or (iii) the Borrower shall not have assigned the defense of such action and employed counsel therefor satisfactory to the Indemnified Party within a reasonable time after notice of commencement of such action, such Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense of the action or proceeding, and the Borrower shall pay the fees and expenses of such separate counsel. (b) Notwithstanding the fact that it is the intention of the parties hereto that the Lender and the Master Servicer/Trustee shall not incur any pecuniary liability by reason of (i) the terms of this Bond Loan Agreement, the Note or the undertakings required of the Lender or the Master Servicer/Trustee hereunder, (ii) the issuance of the Bonds, (iii) the execution of the Supplemental Indenture or (iv) the performance of any act requested of the Lender by the Borrower, including all claims arising in connection with the violation of any statutes or regulation pertaining to the foregoing; nevertheless, if the Lender or the Master Servicer/Trustee should incur any such pecuniary liability, then in such event the Borrower shall indemnify and hold the Lender and the Master Servicer/Trustee harmless against all such Claims (but excluding such Claims arising from the gross negligence or willful misconduct of the Lender, and in the case of the Master Servicer/Trustee, the gross negligence or willful misconduct of the Master Servicer/Trustee) whatsoever, by or on behalf of any person, firm or corporation or other legal entity arising out of the same and all costs and expenses incurred in connection with any such Claim or in connection with any action or proceeding brought thereon, and upon notice from the Lender, the Borrower shall defend the Lender in any such action or proceeding. (c) An Indemnified Party shall endeavor to give Borrower notice of a Claim within ten (10) days of being served with such Claim; provided, however, failure of an Indemnified Party to provide notification to the Borrower required under this Section 5.12 shall not operate as a waiver of the Borrower’s indemnification obligations in this Section 5.12. (d) The obligations of the Borrower under this Section 5.12 shall survive the termination of this Bond Loan Agreement and the resignation or removal of the Master Servicer/Trustee. (e) This indemnification shall extend to and include, without limitation, all reasonable costs, counsel fees, expenses or liabilities incurred in connection with any claim to which the Borrower's indemnification obligation extends, or proceeding brought with respect to such claim, except (a) in the case of the foregoing indemnification of the Master Servicer/Trustee or any of its Indemnified Parties, to the extent such damages are caused by the gross negligence or willful misconduct of such Person, and (b) in the case of the foregoing indemnification of the Lender or any of its Indemnified Parties, to the extent such damages are caused by the gross negligence or willful misconduct of such Person.

Indemnity Against Claims. (a) Notwithstanding anything The Company except as provided in subsections (d) and (e) below, hereby agrees to indemnify and hold Purchaser (the contrary “Indemnified Party”), harmless from and against the following: (i) Any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Indemnified Party (whether awarded against the Indemnified Party or paid by the Indemnified Party in settlement of a claim as provided in Section 6.3 or otherwise suffered), resulting from any misrepresentation, breach of any warranty, or non-fulfillment of any covenant or agreement on the part of the Company contained herein in this Agreement or in any of written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by the BondsCompany to Purchaser pursuant hereto; and (ii) Any and all actions, the Indenture suits, proceedings, demands, assessments or in any other instrument or document executed by or on behalf of the Issuer in connection herewithjudgments, (i) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action costs and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any reasonable expenses (including reasonable attorneys' ’ fees) in such action, and (ii) incident to any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreementforegoing. (b) In acting under The Purchaser except as provided in subsections (d) and (e) below, hereby agrees to indemnify and hold the Company, its officers, directors and affiliates (in the context of this AgreementSection 6.2(b), collectively the Indenture“Indemnified Parties”), harmless from and against the Bonds following: (i) Any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Indemnified Parties (whether awarded against the Indemnified Parties or such other instruments paid by the Indemnified Parties in settlement of a claim as provided in Section 6.3 or documentsotherwise suffered), resulting from any misrepresentation, breach of any warranty, or in refraining from taking such action, the Issuer may conclusively rely non-fulfillment of any covenant or agreement on the advice part of its counselPurchaser contained in this Agreement or in any written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by Purchaser to the Company pursuant hereto; and (ii) Any and all actions, suits, proceedings, demands, assessments or judgments, costs and reasonable expenses (including reasonable attorneys’ fees) incident to any of the foregoing. (c) No Indemnified Party shall be entitled to seek indemnification with respect to any individual loss unless such loss exceeds $5,000, and no Indemnified Party shall be entitled to seek indemnification with respect to any individual loss in excess of $10,000 until all such losses exceed, in the aggregate, $15,000. (d) No party shall be liable hereunder for any sums in excess of $1,500,000, provided, however, that intellectual property claims shall not be included in this limitation on liability. (e) No indemnification shall be made for any claims which are unenforceable or barred by any statute or rule of limitation. (f) The Company will pay and discharge and will indemnify and hold harmless the Issuer from (i) amount of any lien or charge upon payments loss subject to indemnification hereunder shall be calculated net of any amounts which have been previously recovered by the Company to the Issuer Indemnified Parties under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions insurance policies or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Companycollateral sources, and the Company Indemnified Parties hereby covenant that they will not release any such collateral sources from any obligations they may have. In the event any such insurance proceeds or other payments are not received before any claim for indemnification is paid pursuant to this Agreement, then the Indemnified Parties shall have the sole right and duty (but not the obligation) to assumeexclusively pursue such collateral sources, provided they do so with reasonable diligence, and will assumein the event they receive any recovery, then the defense thereofamount of such recovery shall be applied first to reimburse the Indemnified Party for their out of pocket expenses expended in pursuing such recovery, with full power second to litigaterefund any payment made which would not have been so paid had such recovery from the collateral source been obtained prior to such payment, compromise or settle and third, any excess to the same in its sole discretionIndemnified Parties.

Indemnity Against Claims. The Lessee covenants and agrees to pay and to indemnify and save the Lessor harmless of, from and against any and all claims, damages, demands, expenses, liabilities and losses of every conceivable kind, character and nature whatsoever (aincluding, but not limited to, claims for loss or damage to any property, or injury to or death of any person) Notwithstanding anything to asserted against the contrary contained herein or in any of the Bonds, the Indenture or in any other instrument or document executed Lessor by or on behalf of the Issuer in connection herewithany person, (i) the Issuer shall have no obligation to take action under this Agreementfirm, the Indenturecorporation or governmental authority arising out of, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documentsresulting from, or in refraining from taking such actionany way connected with the Project, including but not limited to the condition, use, possession, conduct or management of, or any work done in or about, the Issuer may conclusively rely on Project, or from the advice planning, design, acquisition or improvement of its counsel. (c) the Project or any part thereof, or from the lease or sale of any part thereof. The Company Lessee will also pay and discharge and will indemnify and hold harmless the Issuer from Lessor from: (ia) any lien or charge upon payments by the Company Lessee to the Issuer under the Note or Lessor hereunder, and (iib) any taxes, assessments, impositions and other charges upon payments by the Company charges, in respect to the Issuer under Project. The Lessee also covenants and agrees to pay and to indemnify and save the Note Lessor harmless of, from and against, all of the Lessor's costs, expenses (including reasonable counsel fees) and liabilities incurred in any action or hereunder and (iii) proceeding brought by reason of any and all liability, damages, costs and expenses arising out of such claim or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counseldemand. If any such claim is asserted, or any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, and either the Lessor and the Trustee has notice or any such liabilityknowledge thereof the Lessor or the Trustee, damagesas the case may be, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the CompanyLessee, and the Company Lessee shall have the sole right and duty to assume, and will assume, assume the defense thereofthereof on the Lessee's behalf and on behalf of the Lessor, with full power to litigate, compromise or settle the same in its the Lessee's sole discretion; provided, however, if the Lessor deems it necessary, the Lessor may obtain its own Counsel in such action and the Lessee agrees to pay the reasonable fees and expenses of such counsel. Notwithstanding the foregoing, nothing set forth in this Section 5.5 shall be construed to indemnify the Lessor for or release the Lessor from any liability which it would otherwise have had arising from the willful, wrongful or negligent actions or failures to act on the part of the Lessor, its employees, agents or representatives acting in their capacities other than as contemplated by this Lease Agreement.

Indemnity Against Claims. The Company releases the Issuer from, agrees that the Issuer shall not be liable for, and indemnifies the Issuer against, all liabilities, claims (including claims for any injury, bodily harm or death of any person), costs and expenses imposed upon or asserted against the Issuer on account of: (a) Notwithstanding anything to the contrary contained herein or in any maintenance, operation and use of the Bonds, Project Facilities; (b) any breach or default on the Indenture or in any other instrument or document executed by or on behalf part of the Issuer Company in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreement, performance of any covenant or agreement of the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer Company under this Agreement, the Note or the Continuing Disclosure Undertaking (as defined in the Indenture) or arising from any act or failure to act by the Company under such documents; (c) the refunding of the Prior Bonds, and the Indentureprovision of any information furnished by the Company in connection therewith concerning the Project Facilities or the Company (including, and no personal liability without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 2.2 or charge payable directly for inclusion in, or indirectly from as a basis for preparation of, the general funds information statements filed by the Issuer pursuant to the Code); (d) any audit of the Issuer shall arise therefrom. The provisions tax status of this Section shall survive the termination of this Agreement. interest on the Bonds; and (e) any claim or action or proceeding with respect to the matters set forth in (a), (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. and (c) above brought thereon, except to the extent that any liability, claim, cost or loss was due to the Issuer's willful misconduct. The Company will pay agrees to indemnify the Trustee and discharge and will indemnify and to hold the Trustee harmless the Issuer from (i) any lien or charge upon payments by the Company to the Issuer under the Note or hereunderagainst, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liabilityloss, damagesclaim, costs damage, fine, penalty, liability or expense incurred by it, including out-of-pocket and incidental expenses and reasonable legal fees and expenses ("Losses") arising out of or resulting from in connection with the transactions contemplated by acceptance or administration of the Indenture or the trusts thereunder or the performance of its duties thereunder or under this Agreement and or the IndentureSenior Secured Bonds, including the reasonable fees costs and expenses of counsel. If defending itself against or investigating any such lien or charge is sought to be imposed upon paymentsclaim (whether asserted by the Issuer, the Company, a Bondholder, or any such taxesother person) of liability in the premises, assessments, impositions or other charges are sought except to be imposed, or the extent that any such liabilityloss, damages, costs liability or expense was due to its own negligence or bad faith. In addition to and expenses are sought to be imposednot in limitation of the preceding sentence, the Company agrees to indemnify the Trustee and any predecessor Trustee and its agents, officers, directors and employees for any Losses that may be imposed on, incurred by or asserted against it for following any instructions or directions upon which the Trustee is authorized to rely pursuant to the Indenture. In case any action or proceeding is brought against the Issuer will or the Trustee, in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly give prompt notice of that action or proceeding to the Company, and the Company upon receipt of that notice shall have the sole obligation and the right to assume the defense of the action or proceeding. At its own expense, an indemnified party may employ separate counsel and duty participate in the defense; provided however, where it is ethically inappropriate for one firm to assume, represent the interests of the Issuer and will assumeany other indemnified party or parties, the defense thereofCompany shall pay the Issuer's or the Trustee's legal expenses, respectively, in connection with the Issuer's or the Trustee's retention of separate counsel. The Company shall not be liable for any settlement made without its consent. The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers, agents and employees, past, present and future, of the Issuer and the Trustee; and, to the extent relating to the Trustee, shall be for the benefit of the Trustee in each of its capacities under the Indenture. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full power to litigate, compromise or settle the same in its sole discretionextent permitted by law.

Indemnity Against Claims. (a) Notwithstanding anything to the contrary contained herein or Seller shall keep its work and all goods supplied by it hereunder and Xxxxx premises free and clear of all liens and encumbrances in any way arising from performance of the Bondsthis Purchase Order by Seller or by any of its vendors or Subcontractors. Seller may be required by Buyer to provide a satisfactory release of liens as a condition of final payment. (b) Seller shall, the Indenture or in any other instrument or document executed by or on behalf of the Issuer in connection herewithwithout limitation, indemnify and save Buyer and its customer(s) and their respective officers, directors, employees and agents harmless from and against (i) the Issuer shall have no obligation to take action all claims (including claims under this AgreementWorkers’ Compensation or Occupational Disease laws or other equivalent laws in Seller’s country) and resulting costs, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' feeslegal fees and costs) and liability which arise from personal injury, death, or property loss or damage attributed to, or caused by, the goods supplied, or the services performed by Seller pursuant to this Purchase Order, including, without limitation, latent defects in such actiongoods and/or services, except to the extent that such injury, death, loss or damage is caused solely and directly by the negligence of Buyer, and (ii) all claims (including resulting costs, expenses and liability) by the employees of Seller or any of its Subcontractors. (c) Seller shall, without limitation, indemnify and save and hold harmless Buyer from and against (i) any and all income tax, National Insurance and social security contributions (including, to the extent permitted by law, secondary Class 1 National Insurance contributions) and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the provision of the services by Seller or any individual tasked by the Seller of providing the services ("Individual") or any payment or benefit received or treated as being received by the Seller or the Individual in respect of the services, together with any fines, penalties and interest in connection with the same, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project and all claims by the Issuer under this Agreement, Seller or the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from Individual that (i) any lien or charge upon payments by the Company Buyer has failed to take reasonable care in coming to the Issuer under the Note or hereunderconclusion mentioned in a status determination statement, and/or (ii) any taxesthe Buyer has otherwise failed to comply with Part 2, assessments, impositions Chapters 7 – 10 of the Income Tax (Earnings and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iiiPensions) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposedAct 2003, the Issuer will give prompt notice to the CompanySocial Security Contributions (Intermediaries) Regulations 2000 and any related income tax, National Insurance and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretionPAYE legislation.

Indemnity Against Claims. (a) The Borrower agrees to and does hereby indemnify and hold harmless the Authority, the State, the Underwriter and any person who "controls" the Authority, the State or the Underwriter (within the meaning of Section 15 of the Securities Act of 1933, as amended), and any member, officer, director, official, employee, and attorney of the Authority, the State or the Underwriter (collectively called the "Indemnified Parties") against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties and caused by, relating to, arising out of, resulting from, or in any way connected with (i) the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Project or any part thereof, including the payment of any rebate amount to the federal government; or (ii) any untrue or misleading statement of a material fact contained in information provided by the Borrower with respect to the transactions contemplated hereby; or (iii) any omission of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete. In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Borrower, such Indemnified Party shall promptly notify the Borrower in writing, and the Borrower shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel at the expense of such Indemnified Parties in any such action and to participate in the defense thereof and such representation shall be at the expense of the Borrower if the Indemnified Party has separate or additional defenses available to it. The Borrower shall not be liable for any settlement of any such action effected without Borrower's consent, but if settled with the consent of the Borrower, or if there is a final judgment for the claimant on any such action, the Borrower agrees to indemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of such settlement or judgment. Notwithstanding anything in this Agreement to the contrary contained herein which may limit recourse to the Borrower or may otherwise purport to limit the Borrower's liability, the provisions of this Section shall control the Borrower's obligations and shall survive repayment of the Bonds. (b) The Borrower hereby covenants and agrees that it will indemnify the Trustee against any and all claims arising out of the Trustee's exercise and performance of powers and duties granted unto it by the Indenture and hereunder, and not resulting from the Trustee's willful misconduct or gross negligence. (c) The Borrower will indemnify, hold harmless and defend the Authority, the State, the Underwriter and their officers, members, directors, officials, attorneys and employees of each of them against all losses, costs, damages, expenses, suits, judgments, actions and liabilities of whatever nature including, specifically, any liability under any state or federal securities laws (including but not limited to reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from or arising out of or related to: any of material misstatements, misrepresentations or omissions with respect to the Borrower, this Agreement, the Bonds, the Indenture or in any other instrument documents or document executed by instruments delivered at or on behalf in connection with the issuance of the Issuer Bonds on the Closing Date (including any statements or representations made in connection herewith, (iwith the offer or sale thereof) made or given to the Issuer shall have no obligation to take action under this AgreementAuthority, the IndentureTrustee, the Bonds Underwriter or such other instruments purchasers of any of the Bonds, by the Borrower or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreementofficers, the Indentureagents or employees, the Bonds including, but not limited to, misstatements, misrepresentations or such other instruments omissions of facts, financial information or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefromcorporate affairs. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company Borrower also will pay and discharge and will indemnify and hold harmless the Issuer Authority and the Trustee from (ix) any lien or charge upon payments by the Company Borrower to the Issuer Authority or the Trustee under the Note or hereunder, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and (y) any taxes (other than income taxes imposed against the Indenture, including Authority or the reasonable fees and expenses of counselTrustee) relating to the Project. If any such claim is asserted, or any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, the Authority or any such liabilitythe Trustee, damagesas the case may be, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the CompanyBorrower, and the Company shall Borrower will have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion. (d) If the indemnification provided heretofore is for any reason determined to be unavailable to the Authority or the Trustee with respect to any such loss, claim, demand or liability, including expenses in connection therewith, the Authority or the Trustee as appropriate, shall be entitled as a matter of right to contribution by the Borrower. The amount of such contribution shall be in such proportion as is appropriate to reflect relative culpability of the parties.

Indemnity Against Claims. (a) Notwithstanding anything The Borrower agrees that at all times it will protect and hold the Authority and the Trustee, their officers, members, employees, directors and agents harmless and indemnified from and against all claims for losses, damages or injuries to others, including death, personal injury and property damage or loss, arising during the term hereof or during any other period arising out of the acquisition, installation and equipping of the Project Facilities; and neither the Authority nor the Trustee shall be liable for any loss, damage or injury to the contrary contained herein person or in any property of the BondsBorrower or its agents, the Indenture servants or in employees or any other instrument person who or document executed by which may be upon the Project Facilities or on behalf damaged or injured as a result of any condition existing or activity occurring upon the Project Facilities or any other matter connected directly or indirectly therewith due to any act or negligence of any person, excepting only willful misconduct of the Issuer Authority or the Trustee, their officers, agents, members, directors or employees. The indemnity provided for in connection herewiththis Section 3.10(a) shall be effective only to the extent that any loss sustained by the Authority and the Trustee, their officers, members, employees, directors and agents shall be in excess of the net proceeds recovered upon any insurance carried with respect to the loss sustained. (ib) The Borrower hereby covenants and agrees that it will indemnify and hold the Issuer shall have no obligation Trustee and its directors, officers, employees and agents ("Indemnitees") harmless from and against all claims, liabilities, losses, suits, judgments, fines, damages, penalties and expenses, including out-of-pocket and incidental expenses and the fees and expenses of its attorneys, as well as the allocated costs and expenses of its in-house counsel and legal staff ("Losses") resulting from the Trustee following any direction given to take action it under this Agreement, the IndentureIndenture and the other Bond Documents. In addition to the requirements of the preceding sentence, the Bonds or such other instruments or documents unless Xxxxxxxx also agrees to indemnify the Issuer is reasonably requested in writing Indemnitees and hold them harmless from and against any and all Losses incurred by an appropriate person to take such action any of them resulting from the Trustee's exercise and is provided with indemnity performance of its power and assurances reasonably satisfactory duties granted to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against under the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note Indenture and the Indenture, other Bond Documents and no personal liability not resulting from Xxxxxxx's gross negligence or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counselwillful misconduct. (c) The Company Borrower will indemnify, hold harmless and defend the Authority and the Trustee, and the respective officers, members, directors, officials and employees of each of them against all losses, costs, damages, expenses, suits, judgments, actions and liabilities of whatever nature including, specifically, any liability under any state or federal securities laws (including but not limited to reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from or arising out of or related to: (i) the installation, operation, use, maintenance or ownership of the Project Facilities (including compliance with laws, ordinances and rules and regulations of public authorities relating thereto); or (ii) any statements or representations with respect to the Borrower, the Project Facilities, this Agreement, the Bonds, the Indenture, the Letter of Credit, the Reimbursement Agreement or any other documents or instruments delivered at or in connection with the closing held on the Closing Date (including any statements or representations made in connection with the offer or sale thereof) made or given to the Authority, the Trustee or any underwriters or purchasers of any of the Bonds, by the Borrower or any of its officers, partners, agents or employees, including, but not limited to, statements or representations of facts, financial information or corporate or partnership affairs. The Borrower also will pay and discharge and will indemnify and hold harmless the Issuer Authority and the Trustee from (ix) any lien or charge upon payments by the Company Borrower to the Issuer Authority and the Trustee under the Note or hereunder, this Agreement and (iiy) any taxes (including, without limitation, any ad valorem taxes and sales taxes, assessments, impositions and other charges upon payments by in respect of any portion of the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counselProject Facilities). If any such claim is asserted, or any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, the Authority or any such liability, damages, costs and expenses are sought to be imposed, the Issuer Trustee will give prompt notice to the CompanyBorrower, and the Company shall Borrower will have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion. (d) If the indemnification provided heretofore is for any reason determined to be unavailable to the Authority or the Trustee or their directors, officers, employees and agents, or any of them, with respect to any such Losses, the Authority and the Trustee as appropriate, shall be entitled as a matter of right to contribution by the Borrower. The amount of such contribution shall be in such proportion as is appropriate to reflect relative culpability of the parties. (e) The provisions of this Section 3.10 shall survive the termination and discharge of this Agreement and the Indenture and the resignation or removal of the Trustee for any reason.

Indemnity Against Claims. (a) Notwithstanding anything The Company agrees that at all times it will protect and hold the Authority and the Trustee and their officers, directors, members, employees and agents harmless and indemnified from and against all claims for losses, damages or injuries to others, including death, personal injury and property damage or loss, arising during the term hereof or during any other period arising out of the acquisition, construction, installment, equipping or operation of the Project Facilities; and the Authority and the Trustee shall not be liable for any loss, damage or injury to the contrary contained herein Person or in any property of the BondsCompany or its agents, the Indenture servants or in employees or any other instrument Person who or document executed which may be upon the Project Facilities or damaged or injured as a result of any condition existing or activity occurring upon the Project Facilities or any other matter connected directly or indirectly therewith due to any act or negligence of any Person, excepting only willful misconduct of the Authority or the Trustee or their officers, directors, agents, members or employees. The indemnity provided for in this Section 3.10(a) shall be effective only to the extent that any loss sustained by the Authority or the Trustee or their officers, directors, members, employees and agents shall be in excess of the net proceeds actually recovered and received by, or on behalf of the Issuer in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreementof, the Indenture, Authority or the Bonds or such other instruments or documents unless Trustee from any insurance carried with respect to the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreementloss sustained. (b) The Company hereby covenants and agrees that it will indemnify and hold harmless the Trustee and its directors, officers, agents and employees (collectively, the "Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket, incidental expenses, legal fees and expenses, and the allocated costs and expenses of in-house counsel and legal staff ("Losses") that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Trustee is authorized to rely pursuant to the terms of this Agreement and the Indenture. In acting addition to and not in limitation of the immediately preceding sentence, the Company also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Trustee's performance under this Agreement, Agreement or the Indenture, provided the Bonds Trustee has not acted with gross negligence or such other instruments or documents, or engaged in refraining from taking such action, the Issuer may conclusively rely on the advice of its counselwillful misconduct. (c) The Company will indemnify, hold harmless and defend the Authority and the Trustee, counsel to the Authority and the Trustee and the respective officers, members, directors, officials and employees of each of them against all losses, costs, damages, expenses, suits, judgments, actions and liabilities of whatever nature including, specifically, any liability under any state or federal securities laws (including but not limited to reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from or arising out of or related to: (i) the design, construction, installation, operation, use, occupancy, maintenance or ownership of the Project Facilities (including compliance with laws, ordinances and rules and regulations of public authorities relating thereto); or (ii) any statements or representations with respect to the Company, the Project Facilities, this Agreement, the Bonds, the Indenture, the Letters of Credit, the Reimbursement Agreement or any other documents or instruments delivered at or in connection with the closing held on the Closing Date (including any statements or representations made in connection with the offer or sale thereof) made or given to the Authority, the Trustee or any underwriters or purchasers of any of the Bonds, by the Company or any of its officers, agents or employees, including, but not limited to, statements or representations of facts, financial information or Company affairs. The Company also will pay and discharge and will indemnify and hold harmless the Issuer Authority and the Trustee from (ix) any lien or charge upon payments by the Company to the Issuer Authority and the Trustee under the Note or hereunder, this Agreement and (iiy) any taxes (including, without limitation, any ad valorem taxes and sales taxes, assessments, impositions and other charges upon payments by in respect of any portion of the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counselProject Facilities). If any such claim is asserted, or any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, the Authority or any such liability, damages, costs and expenses are sought to be imposed, the Issuer Trustee will give prompt notice to the Company, and the Company shall will have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion. (d) If the indemnification provided heretofore is for any reason determined to be unavailable to the Authority or the Trustee, then, with respect to any such loss, claim, demand or liability, including expenses in connection therewith, the Authority and the Trustee, as appropriate, shall be entitled as a matter of right to contribution by the Company. The provisions of this Section 3.10 shall survive the termination of this Agreement and the Indenture and the resignation or removal of the Trustee for any reason.

Indemnity Against Claims. (a) Notwithstanding anything to the contrary contained herein or Seller shall keep its work and all goods supplied by it hereunder and Buyer premises free and clear of all liens and encumbrances in any way arising from performance of the Bondsthis Purchase Order by Seller or by any of its vendors or subcontractors. Seller may be required by Buyer to provide a satisfactory release of liens as a condition of final payment. (b) Seller shall, the Indenture or in any other instrument or document executed by or on behalf of the Issuer in connection herewithwithout limitation, indemnify and save Buyer and its customer(s) and their respective officers, directors, employees and agents harmless from and against (i) the Issuer shall have no obligation to take action all claims (including claims under this AgreementWorkers’ Compensation or Occupational Disease laws or other equivalent laws in Seller’s country) and resulting costs, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' feeslegal fees and costs) and liability which arise from personal injury, death, or property loss or damage attributed to, or caused by, the goods supplied, or the services performed by Seller pursuant to this Purchase Order, including, without limitation, latent defects in such actiongoods and/or services, except to the extent that such injury, death, loss or damage is caused solely and directly by the negligence of Buyer, and (ii) all claims (including resulting costs, expenses and liability) by the employees of Seller or any of its subcontractors. (c) Seller shall, without limitation, indemnify and save and hold harmless Buyer from and against (i) any and all income tax, National Insurance and social security contributions (including, to the extent permitted by law, secondary Class 1 National Insurance contributions) and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the provision of the services by Seller or any individual tasked by the Seller of providing the services ("Individual") or any payment or benefit received or treated as being received by the Seller or the Individual in respect of the services, together with any fines, penalties and interest in connection with the same, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project and all claims by the Issuer under this Agreement, Seller or the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company will pay and discharge and will indemnify and hold harmless the Issuer from Individual that (i) any lien or charge upon payments by the Company Buyer has failed to take reasonable care in coming to the Issuer under the Note or hereunderconclusion mentioned in a status determination statement, and/or (ii) any taxesthe Buyer has otherwise failed to comply with Part 2, assessments, impositions Chapters 7 – 10 of the Income Tax (Earnings and other charges upon payments by the Company to the Issuer under the Note or hereunder and (iiiPensions) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposedXxx 0000, the Issuer will give prompt notice to the CompanySocial Security Contributions (Intermediaries) Regulations 2000 and any related income tax, National Insurance and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretionPAYE legislation.

Indemnity Against Claims. (a) Notwithstanding anything The Borrower and Guarantor agree that at all times they will protect and hold the Authority and the Bank, and the respective officers, members, directors, officials, employees and agents of each of them harmless and indemnified from and against all claims for losses, damages or injuries to others, including death, personal injury and property damage or loss, arising during the term hereof or during any other period arising out of the acquisition and construction of the Project Facility; and the Authority shall not be liable for any loss, damage or injury to the contrary contained herein Person or in any property of the BondsBorrower or their agents, the Indenture servants or in employees or any other instrument Person who or document executed by or on behalf of the Issuer in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall which may be payable solely from the revenues derived from upon the Project by Facility or damaged or injured as a result of any condition existing or activity occurring upon the Issuer under this Agreement, the Note and the Indenture, and no personal liability Project Facility or charge payable any other matter connected directly or indirectly from the general funds therewith due to any act or negligence of any Person, excepting only willful misconduct of the Issuer shall arise therefromAuthority and the Bank, and the respective officers, agents, members or employees of each of them. The provisions of indemnity provided for in this Section 4.09(a) shall survive be effective only to the termination extent that any loss sustained by the Authority and the Bank, and the respective officers, members, employees and agents of this Agreementeach of them shall be in excess of the net proceeds actually recovered and received by the Authority from any insurance carried with respect to the loss sustained. (b) In acting under The Borrower and Guarantor will indemnify, hold harmless and defend the Authority and the Bank and the respective officers, members, directors, officials and employees of each of them against all losses, costs, damages, expenses, suits, judgments, actions and liabilities of whatever nature (including, but not limited to, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from or arising out of or related to: (i) the design, construction, installation, operation, use, occupancy, maintenance or ownership of the Project Facility (including compliance with laws, ordinances and rules and regulations of public authorities relating thereto); or (ii) any statements or representations with respect to the Borrower, the Project Facility, this Agreement, the Indenture, the Bonds or such other instruments or documentsAuthority Note, or any other documents or instruments delivered at or in refraining from taking such action, connection with the Issuer may conclusively rely closing held on the advice Closing Date (including any statements or representations made in connection with the offer or sale thereof) made or given to the Authority or the Bank by the Borrower or Guarantor or any of its counsel. (c) their officers, agents or employees, including, but not limited to, statements or representations of facts, financial information or Borrower’s affairs. The Company Borrower also will pay and discharge and will indemnify and hold harmless the Issuer Authority and the Bank from (ix) any lien or charge upon payments by the Company Borrower to the Issuer Authority and the Bank under the Note or hereunder, this Agreement and (iiy) any taxes (including, without limitation, any ad valorem taxes and sales taxes, assessments, impositions and other charges upon payments by in respect of any portion of the Company to the Issuer under the Note or hereunder and (iii) any and all liability, damages, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counselProject Facility). If any such claim is asserted, or any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, the Authority or any such liability, damages, costs and expenses are sought to be imposed, the Issuer Bank will give prompt notice to the CompanyBorrower, and the Company shall Borrower will have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion. The Borrower’s obligations, liabilities and duties hereunder shall not be diminished or altered (i) by reason of the assumption of any defense required hereby or (ii) by the outcome of any proceeding, investigation or litigation with respect to any matters described in this Section 4.09(b). (c) If the indemnification provided herein is for any reason determined to be unavailable to the Authority or the Bank, then, with respect to any such loss, claim, demand or liability, including expenses in connection therewith, the Authority and the Bank, as appropriate, shall be entitled as a matter of right to contribution by the Borrower. The amount of such contribution shall be in such proportion as is appropriate to reflect relative culpability of the parties.

Indemnity Against Claims. (a) Notwithstanding anything to the contrary contained herein or in any of the Bonds, the Indenture or in any other instrument or document executed by or on behalf of the Issuer in connection herewith, (i) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any expenses (including attorneys' fees) in such action, and (ii) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreement. (b) In acting under this Agreement, the Indenture, the Bonds or such other instruments or documents, or in refraining from taking such action, the Issuer may conclusively rely on the advice of its counsel. (c) The Company also will pay and discharge and will indemnify and hold harmless the Issuer and the members, officers, agents and employees of the Issuer from (ia) any lien or charge upon payments condition of the Project caused by the Company to the Issuer under the Note or hereunderCompany, (iib) any liens, taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under hereunder, (c) any breach or default on the Note part of the Company in the performance of any of its obligations hereunder, (d) any act of negligence of the Company or hereunder of its agents, contractors, servants, employees or licensees, (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 and (iiif) any and all liability, damages, costs and expenses arising out of or resulting from the acquisition, construction and installation of the Project or the use or operation of the Project or any other activity carried out thereon or in connection therewith or the transactions contemplated by this Agreement and the IndentureIndentures, including the reasonable fees and expenses of counsel, except as the same may arise out of the negligence or misconduct on the part of the Issuer. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion. The indemnification provided by this Section 6.3 shall survive the termination of this Agreement. The Company agrees to indemnify each Trustee, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the Indenture to which such Trustee is a party, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties thereunder or hereunder.

Indemnity Against Claims. (a) Notwithstanding anything The Buyer hereby agrees to indemnify and hold the contrary Seller and Xxxxx, and each of their respective officers, directors and affiliates (collectively the “Seller Indemnified Parties”), harmless from and against the following: (i) Any and all Liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Seller Indemnified Parties (whether awarded against the Indemnified Parties or paid by the Seller Indemnified Parties in settlement of a claim as provided in Section 5(c) or otherwise suffered), resulting from (A)any misrepresentation or material breach of any warranty, condition or agreement on the part of the Buyer contained herein in this Agreement or in any written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by the Buyer pursuant hereto; or (B) resulting from any transaction, matter or thing, happening or occurrence directly or indirectly related to or arising from any event occurring after the Closing, except to the extent that such loss, liability or damage results from any act or omission of the BondsSeller, the Indenture Xxxxx or in any other instrument their agents or document executed by for which Seller or on behalf of the Issuer in connection herewithXxxxx would be responsible for under Section 5(b); and (ii) Any and all actions, (i) the Issuer shall have no obligation to take action under this Agreementsuits, the Indentureproceedings, the Bonds demands, assessments or such other instruments or documents unless the Issuer is reasonably requested in writing by an appropriate person to take such action judgments, costs and is provided with indemnity and assurances reasonably satisfactory to it of payment of or reimbursement for any reasonable expenses (including reasonable attorneys' ’ fees) in such action, and (ii) incident to any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents shall be payable solely from the revenues derived from the Project by the Issuer under this Agreement, the Note and the Indenture, and no personal liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The provisions of this Section shall survive the termination of this Agreementforegoing. (b) In acting under Each of the Seller and Xxxxx hereby jointly and severally agrees to indemnify and hold the Buyer, and its officers, directors and affiliates (collectively the “Buyer Indemnified Parties”), harmless from and against the following: (i) Any and all Liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Buyer Indemnified Parties (whether awarded against the Buyer Indemnified Parties or paid by the Buyer Indemnified Parties in settlement of a claim as provided in Section 5(c) or otherwise suffered), resulting from (A) any misrepresentation, breach of any warranty, condition or agreement on the part of the Seller or Xxxxx contained in this AgreementAgreement or in any written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by the Indenture, the Bonds Seller or such other instruments or documentsXxxxx pursuant hereto, or in refraining (B) resulting from taking such actionany transaction, matter or thing, happening or occurrence directly or indirectly related to or arising from any events occurring on or before the Issuer may conclusively rely on Closing; and (ii) Any and all actions, suits, proceedings, demands, assessments or judgments, costs and reasonable expenses (including reasonable attorneys’ fees) incident to any of the advice of its counselforegoing. (c) The Company will pay Any person entitled to indemnification under this Agreement (the “Indemnified Party”) shall promptly give notice (an “Indemnification Notice”) to the parties required to provide indemnification (collectively the “Indemnifying Party”) after the Indemnified Party shall have knowledge of any demands, claims, actions or causes of action (singly, a “Claim” and discharge and will indemnify and hold harmless the Issuer from (ihereinafter referred to collectively as “Claims”) any lien or charge upon payments which might give rise to a Claim by the Company Indemnified Party against the Indemnifying Party stating the nature and basis of said Claim and amount thereof, to the Issuer under extent known. A failure to give notice hereunder shall not relieve the Note or hereunderIndemnifying Party from the obligation hereunder unless such failure to give notice shall materially and adversely affect Indemnifying Party’s ability to defend the Claim. Each such Indemnification Notice shall specify in reasonable detail the nature and amount of the Claim and shall, (ii) any taxes, assessments, impositions and other charges upon payments by the Company to the Issuer under extent available to the Note Indemnified Party, include such supporting documentation as shall reasonably be necessary to apprise the Indemnifying Party of the facts giving rise to the Claim. After the delivery of an Indemnification Notice certifying that the Indemnified Party has incurred or hereunder and (iii) had asserted against it any and all liabilityliabilities, claims, losses, damages, costs and or expenses arising out for which indemnity may be sought in accordance with the terms of this Section 5 (the “Damages”), the Indemnified Party shall make a claim in an amount equal to the incurred Damages or resulting from asserted Damages, as the transactions contemplated by this Agreement case may be, and the Indenture, including Indemnifying Party shall promptly reimburse the reasonable fees Indemnified Party for the Damages for which the Indemnified Party has incurred and expenses not been indemnified. In the event the amount of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions or other charges Damages are sought to be imposed, or any such liability, damages, costs and expenses are sought to be imposednot promptly reimbursed by Indemnifying Party as aforesaid, the Issuer will give prompt amount of such unreimbursed Damages shall accrue interest at a rate equal to two percent (2%) above the prime rate as published in the Wall Street Journal. (d) With respect to any third party Claims, the Indemnifying Party may participate in the defense at any time or it may assume the defense by giving notice to the Company, and Indemnified Party. After assuming the Company shall have the sole right and duty to assume, and will assumedefense, the defense thereofIndemnifying Party: (i) must select an attorney that is satisfactory to the Indemnified Party; (ii) is not liable to the Indemnified Party for any later attorney’s fees or for any other later expenses that the Indemnified Party incurs, with full power to litigate, except for reasonable investigation costs; (iii) must not compromise or settle the same action without the Indemnified Party’s consent (unless the Claim solely is for money damages and the Indemnified Party and its officers, directors and controlling persons receive unconditional general releases); (iv) is not liable for any compromise or settlement made without its consent; (v) If the Indemnifying Party fails to assume the defense within ten (10) days after receiving notice of the action, the Indemnifying Party is bound by any determination made in the action or by any compromise or settlement made by the Indemnified Party, and also remains liable to pay the Indemnified Party’s legal fees and expenses; and (vi) The Indemnified Party will cooperate fully with the Indemnifying Party in the conduct of any proceeding as to which the Indemnifying Party assumes the defense hereunder. Such cooperation shall include (A) providing the Indemnifying Party and its sole discretioncounsel access to all books and records of the Indemnified Party to the extent reasonably related to such proceeding, (B) furnishing information about the Indemnified Party to the Indemnifying Party and their counsel, (C) making employees available to counsel to the Indemnifying Party, and (D) preserving the existence of and maintaining all books and records of the Indemnified Party or any other Indemnified Party that is an entity that may reasonably be deemed to be potentially relevant to any such proceeding until the proceeding is finally concluded.