Exhibit 10-4
PSNH FUNDING LLC,
as Issuer
and
THE BANK OF NEW YORK,
as Trustee
__________________________________________________
FEE AND INDEMNITY AGREEMENT
Dated as of April 25, 2001
__________________________________________________
Section 1. Payment of Fees and Expenses of Trustee; Paying Agent and
Resgistrar
Section 2. Indemnity and Contribution
Section 3. Payment
Section 4. Notices
Section 5. Survival of Agreements
Section 6. Nonpetition Covenant
Section 7. Counterparts
Section 8. GOVERNING LAW
Section 9. Non-Consolidation
FEE AND INDEMNITY AGREEMENT dated as of April 25, 2001 (as amended or
restated from time to time, the "Agreement"), among PSNH FUNDING LLC, as
Issuer (the "Issuer") under the Indenture (the "Indenture") of even date
herewith, and THE BANK OF NEW YORK, as Trustee under the Indenture (the
"Trustee"). All capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Indenture.
Section 1. Payment of Fees and Expenses of Trustee; Paying Agent and
Registrar.
(a) Subject to. Payment. All amounts owed by the Issuer to the
Trustee, any Paying Agent or any Registrar under the Indenture shall be paid
to the Trustee, any Paying Agent or any Registrar, as appropriate, pursuant
to the Indenture or, if a fee agreement or fee schedule has been provided to
the Issuer, payment shall be made in accordance with said agreement or
schedule, or if not otherwise provided, such amount shall be paid directly to
the Trustee, any Paying Agent or any Registrar, as appropriate, until the
Issuer is otherwise notified in writing by the Trustee, such Paying Agent or
such Registrar; provided however, that notwithstanding anything to the
contrary in this Agreement or in any fee agreement or fee schedule, each of
the parties to this Agreement agrees that the Issuer's obligations to make
payments to it shall be subject to the priorities set forth in Section 8.02
of the Indenture and the Issuer shall have no obligation to make any payment
except to the extent consistent with Section 8.02 of the Indenture. The
Issuer hereby irrevocably directs the Trustee to pay such amounts from monies
on deposit in the Collection Account as provided pursuant to Section 8.02 of
the Indenture. hereof, the Issuer hereby covenants and agrees to pay to the
Trustee (or any successor trustee) from time to time reasonable compensation
for its services under the Indenture and to reimburse it for its reasonable
expenses incurred in connection therewith, it being understood that the
Trustee shall have no recourse against the Bonds or the payments thereon and
proceeds thereof, for payment of such amounts. Subject to the provisions of
the Indenture, the Trustee shall have a lien against the RRB Property to
secure payment of such amounts to the extent provided in the Statute or the
finance order issued pursuant thereto. The Issuer's obligations to make
payments of such amounts to the Trustee shall be subject to the priorities
set forth in Section 8.02 of the Indenture.
(b) Subject to . Payment. All amounts owed by the Issuer to the
Trustee, any Paying Agent or any Registrar under the Indenture shall be paid
to the Trustee, any Paying Agent or any Registrar, as appropriate, pursuant
to the Indenture or, if a fee agreement or fee schedule has been provided to
the Issuer, payment shall be made in accordance with said agreement or
schedule, or if not otherwise provided, such amount shall be paid directly to
the Trustee, any Paying Agent or any Registrar, as appropriate, until the
Issuer is otherwise notified in writing by the Trustee, such Paying Agent or
such Registrar; provided however, that notwithstanding anything to the
contrary in this Agreement or in any fee agreement or fee schedule, each of
the parties to this Agreement agrees that the Issuer's obligations to make
payments to it shall be subject to the priorities set forth in Section 8.02
of the Indenture and the Issuer shall have no obligation to make any payment
except to the extent consistent with Section 8.02 of the Indenture. The
Issuer hereby irrevocably directs the Trustee to pay such amounts from monies
on deposit in the Collection Account as provided pursuant to Section 8.02 of
the Indenture. hereof, the Issuer further covenants and agrees to pay, or
cause to be paid, from time to time to each Paying Agent and Registrar
reasonable compensation for its services and to reimburse it for its
reasonable expenses incurred in connection with such service, it being
understood that no Paying Agent or Registrar shall have any recourse against
the Bonds or the payments thereon and proceeds thereof, for payment of such
amounts. The appointment of any Paying Agent or Registrar Authorized shall
be subject to the approval of the Issuer.
(c) In addition, subject to . Payment. All amounts owed by the
Issuer to the Trustee, any Paying Agent or any Registrar under the Indenture
shall be paid to the Trustee, any Paying Agent or any Registrar, as
appropriate, pursuant to the Indenture or, if a fee agreement or fee schedule
has been provided to the Issuer, payment shall be made in accordance with
said agreement or schedule, or if not otherwise provided, such amount shall
be paid directly to the Trustee, any Paying Agent or any Registrar, as
appropriate, until the Issuer is otherwise notified in writing by the
Trustee, such Paying Agent or such Registrar; provided however, that
notwithstanding anything to the contrary in this Agreement or in any fee
agreement or fee schedule, each of the parties to this Agreement agrees that
the Issuer's obligations to make payments to it shall be subject to the
priorities set forth in Section 8.02 of the Indenture and the Issuer shall
have no obligation to make any payment except to the extent consistent with
Section 8.02 of the Indenture. The Issuer hereby irrevocably directs the
Trustee to pay such amounts from monies on deposit in the Collection Account
as provided pursuant to Section 8.02 of the Indenture. hereof, the Issuer
covenants and agrees to reimburse the Trustee for any tax incurred other than
through gross negligence, bad faith or willful misconduct on the part of the
Trustee, arising out of or in connection with the acceptance or
administration of the Collateral under the Indenture (other than any tax
attributable to the Trustee's compensation for serving as such), including
any costs and expenses incurred in contesting the imposition of any such tax.
(d) Notwithstanding anything herein to the contrary, but subject
to the provisions of Section 3 hereof, if the Trustee shall have entered into
a fee agreement in writing with the Issuer with respect to the Trustee's
compensation for services under the Indenture, the terms of such fee
agreement shall control and the provisions of this Agreement shall not
entitle the Trustee to greater compensation than that due and owing pursuant
to such fee agreement.
Section 2. Indemnity and Contribution.
(a) Subject to The Issuer shall not be required to indemnify an
Indemnified Person for any amount paid or payable by such Indemnified Person
pursuant to Subject to The Issuer shall not be required to indemnify an
Indemnified Person for any amount paid or payable by such Indemnified Person
pursuant to Section 2(a) in the settlement of any action, proceeding or
investigation without the written consent of the Issuer, which consent shall
not be unreasonably withheld. Promptly after receipt by an Indemnified
Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Section 2(a),
notify the Issuer in writing of such involvement. Failure by an Indemnified
Person to so notify the Issuer shall relieve the Issuer from the obligation
to indemnify and hold harmless such Indemnified Person under Section 2(a),
only to the extent that the Issuer suffers actual prejudice as a result of
such failure. With respect to any action, proceeding or investigation
brought by a third party for which indemnification may be sought under
Section 2(a), the Issuer shall be entitled to assume the defense of any such
action, proceeding or investigation. Upon assumption by the Issuer of the
defense of any such action, proceeding or investigation, the Indemnified
Person shall have the right to participate in such action or proceeding and
to retain its own counsel. The Issuer shall be entitled to appoint counsel
of the Issuer's choice at the Issuer's expense to represent the Indemnified
Person in any action, proceeding or investigation for which a claim of
indemnification is made against the Issuer under Section 2(a) (in which case
the Issuer shall not thereafter be responsible for the fees and expenses of
any separate counsel retained by the Indemnified Person except as set forth
below); provided however, that such counsel shall be reasonably satisfactory
to the Indemnified Person. Notwithstanding the Issuer's election to appoint
counsel to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. in the settlement of any action, proceeding or
investigation without the written consent of the Issuer, which consent shall
not be unreasonably withheld. Promptly after receipt by an Indemnified
Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., notify the Issuer in writing of such
involvement. Failure by an Indemnified Person to so notify the Issuer shall
relieve the Issuer from the obligation to indemnify and hold harmless such
Indemnified Person under Subject to The Issuer shall not be required to
indemnify an Indemnified Person for any amount paid or payable by such
Indemnified Person pursuant to Section 2(a) in the settlement of any action,
proceeding or investigation without the written consent of the Issuer, which
consent shall not be unreasonably withheld. Promptly after receipt by an
Indemnified Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Section 2(a),
notify the Issuer in writing of such involvement. Failure by an Indemnified
Person to so notify the Issuer shall relieve the Issuer from the obligation
to indemnify and hold harmless such Indemnified Person under Section 2(a),
only to the extent that the Issuer suffers actual prejudice as a result of
such failure. With respect to any action, proceeding or investigation
brought by a third party for which indemnification may be sought under
Section 2(a), the Issuer shall be entitled to assume the defense of any such
action, proceeding or investigation. Upon assumption by the Issuer of the
defense of any such action, proceeding or investigation, the Indemnified
Person shall have the right to participate in such action or proceeding and
to retain its own counsel. The Issuer shall be entitled to appoint counsel
of the Issuer's choice at the Issuer's expense to represent the Indemnified
Person in any action, proceeding or investigation for which a claim of
indemnification is made against the Issuer under Section 2(a) (in which case
the Issuer shall not thereafter be responsible for the fees and expenses of
any separate counsel retained by the Indemnified Person except as set forth
below); provided however, that such counsel shall be reasonably satisfactory
to the Indemnified Person. Notwithstanding the Issuer's election to appoint
counsel to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., only to the extent that the Issuer suffers
actual prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., the Issuer shall be entitled to assume the
defense of any such action, proceeding or investigation. Upon assumption by
the Issuer of the defense of any such action, proceeding or investigation,
the Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (in which case the Issuer shall not thereafter
be responsible for the fees and expenses of any separate counsel retained by
the Indemnified Person except as set forth below); provided however, that
such counsel shall be reasonably satisfactory to the Indemnified Person.
Notwithstanding the Issuer's election to appoint counsel to represent the
Indemnified Person in an action, proceeding or investigation, the Indemnified
Person shall have the right to employ separate counsel (including local
counsel), and the Issuer shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the Issuer to
represent the Indemnified Person would present such counsel with a conflict
of interest, (ii) the actual or potential defendants in, or targets of, any
such action include both the Indemnified Person and the Issuer and the
Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or additional to those
available to the Issuer, (iii) the Issuer shall not have employed counsel
reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person within a reasonable time after notice of the institution
of such action or (iv) the Issuer shall authorize the Indemnified Person to
employ separate counsel at the expense of the Issuer. Notwithstanding the
foregoing, the Issuer shall not be obligated to pay for the fees, costs and
expenses of more than one separate counsel for the Indemnified Persons (in
addition to local counsel). The Issuer will not, without the prior written
consent of the Indemnified Person, settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification may be sought
under Subject to The Issuer shall not be required to indemnify an Indemnified
Person for any amount paid or payable by such Indemnified Person pursuant to
Section 2(a) in the settlement of any action, proceeding or investigation
without the written consent of the Issuer, which consent shall not be
unreasonably withheld. Promptly after receipt by an Indemnified Person of
notice of its involvement in any action, proceeding or investigation, such
Indemnified Person shall, if a claim for indemnification in respect thereof
is to be made against the Issuer under Section 2(a), notify the Issuer in
writing of such involvement. Failure by an Indemnified Person to so notify
the Issuer shall relieve the Issuer from the obligation to indemnify and hold
harmless such Indemnified Person under Section 2(a), only to the extent that
the Issuer suffers actual prejudice as a result of such failure. With
respect to any action, proceeding or investigation brought by a third party
for which indemnification may be sought under Section 2(a), the Issuer shall
be entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (whether or not the Indemnified Person is an
actual or potential party to such claim or action ) unless such settlement,
compromise or consent includes an unconditional release of the Indemnified
Person from all liability arising out of such claim, action, suit or
proceeding. Indemnification under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. shall include reasonable fees and out-of-
pocket expenses of investigation and litigation (including reasonable
attorneys' fees and expenses), except as otherwise provided in this
Agreement., the Issuer hereby covenants and agrees to indemnify, defend and
hold harmless the Trustee, the Bondholders, the State of New Hampshire, the
Treasurer of the State of New Hampshire, agencies of the State of New
Hampshire and any of their respective affiliates, officials, officers,
directors, employees, consultants, counsel and agents (the "Indemnified
Persons") from and against any and all losses, claims, actions, suits, taxes
(other than taxes payable by such Indemnified Person attributable to income
or gain received by such Indemnified Person in connection with the
transactions contemplated in the Indenture), damages, expenses (including,
without limitation, reasonable legal fees and expenses) and liabilities
(including liabilities under state or federal securities laws) of any kind
and nature whatsoever (collectively, "Expenses"), to the extent that such
Expenses arise out of or are imposed upon or asserted against such
Indemnified Persons with respect to the execution, delivery or performance of
the Indenture or the transactions contemplated thereby, the failure of the
Issuer or any other Person (other than the Indemnified Person being
indemnified) to perform its obligations hereunder or under any of the Basic
Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture.
(b) The Issuer shall not be required to indemnify an Indemnified
Person for any amount paid or payable by such Indemnified Person pursuant to
Subject to The Issuer shall not be required to indemnify an Indemnified
Person for any amount paid or payable by such Indemnified Person pursuant to
Subject to The Issuer shall not be required to indemnify an Indemnified
Person for any amount paid or payable by such Indemnified Person pursuant to
Section 2(a) in the settlement of any action, proceeding or investigation
without the written consent of the Issuer, which consent shall not be
unreasonably withheld. Promptly after receipt by an Indemnified Person of
notice of its involvement in any action, proceeding or investigation, such
Indemnified Person shall, if a claim for indemnification in respect thereof
is to be made against the Issuer under Section 2(a), notify the Issuer in
writing of such involvement. Failure by an Indemnified Person to so notify
the Issuer shall relieve the Issuer from the obligation to indemnify and hold
harmless such Indemnified Person under Section 2(a), only to the extent that
the Issuer suffers actual prejudice as a result of such failure. With
respect to any action, proceeding or investigation brought by a third party
for which indemnification may be sought under Section 2(a), the Issuer shall
be entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. in the settlement of any action, proceeding or
investigation without the written consent of the Issuer, which consent shall
not be unreasonably withheld. Promptly after receipt by an Indemnified
Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., notify the Issuer in writing of such
involvement. Failure by an Indemnified Person to so notify the Issuer shall
relieve the Issuer from the obligation to indemnify and hold harmless such
Indemnified Person under Subject to The Issuer shall not be required to
indemnify an Indemnified Person for any amount paid or payable by such
Indemnified Person pursuant to Section 2(a) in the settlement of any action,
proceeding or investigation without the written consent of the Issuer, which
consent shall not be unreasonably withheld. Promptly after receipt by an
Indemnified Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Section 2(a),
notify the Issuer in writing of such involvement. Failure by an Indemnified
Person to so notify the Issuer shall relieve the Issuer from the obligation
to indemnify and hold harmless such Indemnified Person under Section 2(a),
only to the extent that the Issuer suffers actual prejudice as a result of
such failure. With respect to any action, proceeding or investigation
brought by a third party for which indemnification may be sought under
Section 2(a), the Issuer shall be entitled to assume the defense of any such
action, proceeding or investigation. Upon assumption by the Issuer of the
defense of any such action, proceeding or investigation, the Indemnified
Person shall have the right to participate in such action or proceeding and
to retain its own counsel. The Issuer shall be entitled to appoint counsel
of the Issuer's choice at the Issuer's expense to represent the Indemnified
Person in any action, proceeding or investigation for which a claim of
indemnification is made against the Issuer under Section 2(a) (in which case
the Issuer shall not thereafter be responsible for the fees and expenses of
any separate counsel retained by the Indemnified Person except as set forth
below); provided however, that such counsel shall be reasonably satisfactory
to the Indemnified Person. Notwithstanding the Issuer's election to appoint
counsel to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., only to the extent that the Issuer suffers
actual prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., the Issuer shall be entitled to assume the
defense of any such action, proceeding or investigation. Upon assumption by
the Issuer of the defense of any such action, proceeding or investigation,
the Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (in which case the Issuer shall not thereafter
be responsible for the fees and expenses of any separate counsel retained by
the Indemnified Person except as set forth below); provided however, that
such counsel shall be reasonably satisfactory to the Indemnified Person.
Notwithstanding the Issuer's election to appoint counsel to represent the
Indemnified Person in an action, proceeding or investigation, the Indemnified
Person shall have the right to employ separate counsel (including local
counsel), and the Issuer shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the Issuer to
represent the Indemnified Person would present such counsel with a conflict
of interest, (ii) the actual or potential defendants in, or targets of, any
such action include both the Indemnified Person and the Issuer and the
Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or additional to those
available to the Issuer, (iii) the Issuer shall not have employed counsel
reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person within a reasonable time after notice of the institution
of such action or (iv) the Issuer shall authorize the Indemnified Person to
employ separate counsel at the expense of the Issuer. Notwithstanding the
foregoing, the Issuer shall not be obligated to pay for the fees, costs and
expenses of more than one separate counsel for the Indemnified Persons (in
addition to local counsel). The Issuer will not, without the prior written
consent of the Indemnified Person, settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification may be sought
under Subject to The Issuer shall not be required to indemnify an Indemnified
Person for any amount paid or payable by such Indemnified Person pursuant to
Section 2(a) in the settlement of any action, proceeding or investigation
without the written consent of the Issuer, which consent shall not be
unreasonably withheld. Promptly after receipt by an Indemnified Person of
notice of its involvement in any action, proceeding or investigation, such
Indemnified Person shall, if a claim for indemnification in respect thereof
is to be made against the Issuer under Section 2(a), notify the Issuer in
writing of such involvement. Failure by an Indemnified Person to so notify
the Issuer shall relieve the Issuer from the obligation to indemnify and hold
harmless such Indemnified Person under Section 2(a), only to the extent that
the Issuer suffers actual prejudice as a result of such failure. With
respect to any action, proceeding or investigation brought by a third party
for which indemnification may be sought under Section 2(a), the Issuer shall
be entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (whether or not the Indemnified Person is an
actual or potential party to such claim or action ) unless such settlement,
compromise or consent includes an unconditional release of the Indemnified
Person from all liability arising out of such claim, action, suit or
proceeding. Indemnification under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. shall include reasonable fees and out-of-
pocket expenses of investigation and litigation (including reasonable
attorneys' fees and expenses), except as otherwise provided in this
Agreement., the Issuer hereby covenants and agrees to indemnify, defend and
hold harmless the Trustee, the Bondholders, the State of New Hampshire, the
Treasurer of the State of New Hampshire, agencies of the State of New
Hampshire and any of their respective affiliates, officials, officers,
directors, employees, consultants, counsel and agents (the "Indemnified
Persons") from and against any and all losses, claims, actions, suits, taxes
(other than taxes payable by such Indemnified Person attributable to income
or gain received by such Indemnified Person in connection with the
transactions contemplated in the Indenture), damages, expenses (including,
without limitation, reasonable legal fees and expenses) and liabilities
(including liabilities under state or federal securities laws) of any kind
and nature whatsoever (collectively, "Expenses"), to the extent that such
Expenses arise out of or are imposed upon or asserted against such
Indemnified Persons with respect to the execution, delivery or performance of
the Indenture or the transactions contemplated thereby, the failure of the
Issuer or any other Person (other than the Indemnified Person being
indemnified) to perform its obligations hereunder or under any of the Basic
Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. in the settlement of any action, proceeding or
investigation without the written consent of the Issuer, which consent shall
not be unreasonably withheld. Promptly after receipt by an Indemnified
Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. in the settlement of any action, proceeding or
investigation without the written consent of the Issuer, which consent shall
not be unreasonably withheld. Promptly after receipt by an Indemnified
Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., notify the Issuer in writing of such
involvement. Failure by an Indemnified Person to so notify the Issuer shall
relieve the Issuer from the obligation to indemnify and hold harmless such
Indemnified Person under Subject to The Issuer shall not be required to
indemnify an Indemnified Person for any amount paid or payable by such
Indemnified Person pursuant to Section 2(a) in the settlement of any action,
proceeding or investigation without the written consent of the Issuer, which
consent shall not be unreasonably withheld. Promptly after receipt by an
Indemnified Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Section 2(a),
notify the Issuer in writing of such involvement. Failure by an Indemnified
Person to so notify the Issuer shall relieve the Issuer from the obligation
to indemnify and hold harmless such Indemnified Person under Section 2(a),
only to the extent that the Issuer suffers actual prejudice as a result of
such failure. With respect to any action, proceeding or investigation
brought by a third party for which indemnification may be sought under
Section 2(a), the Issuer shall be entitled to assume the defense of any such
action, proceeding or investigation. Upon assumption by the Issuer of the
defense of any such action, proceeding or investigation, the Indemnified
Person shall have the right to participate in such action or proceeding and
to retain its own counsel. The Issuer shall be entitled to appoint counsel
of the Issuer's choice at the Issuer's expense to represent the Indemnified
Person in any action, proceeding or investigation for which a claim of
indemnification is made against the Issuer under Section 2(a) (in which case
the Issuer shall not thereafter be responsible for the fees and expenses of
any separate counsel retained by the Indemnified Person except as set forth
below); provided however, that such counsel shall be reasonably satisfactory
to the Indemnified Person. Notwithstanding the Issuer's election to appoint
counsel to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., only to the extent that the Issuer suffers
actual prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., the Issuer shall be entitled to assume the
defense of any such action, proceeding or investigation. Upon assumption by
the Issuer of the defense of any such action, proceeding or investigation,
the Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (in which case the Issuer shall not thereafter
be responsible for the fees and expenses of any separate counsel retained by
the Indemnified Person except as set forth below); provided however, that
such counsel shall be reasonably satisfactory to the Indemnified Person.
Notwithstanding the Issuer's election to appoint counsel to represent the
Indemnified Person in an action, proceeding or investigation, the Indemnified
Person shall have the right to employ separate counsel (including local
counsel), and the Issuer shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the Issuer to
represent the Indemnified Person would present such counsel with a conflict
of interest, (ii) the actual or potential defendants in, or targets of, any
such action include both the Indemnified Person and the Issuer and the
Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or additional to those
available to the Issuer, (iii) the Issuer shall not have employed counsel
reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person within a reasonable time after notice of the institution
of such action or (iv) the Issuer shall authorize the Indemnified Person to
employ separate counsel at the expense of the Issuer. Notwithstanding the
foregoing, the Issuer shall not be obligated to pay for the fees, costs and
expenses of more than one separate counsel for the Indemnified Persons (in
addition to local counsel). The Issuer will not, without the prior written
consent of the Indemnified Person, settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification may be sought
under Subject to The Issuer shall not be required to indemnify an Indemnified
Person for any amount paid or payable by such Indemnified Person pursuant to
Section 2(a) in the settlement of any action, proceeding or investigation
without the written consent of the Issuer, which consent shall not be
unreasonably withheld. Promptly after receipt by an Indemnified Person of
notice of its involvement in any action, proceeding or investigation, such
Indemnified Person shall, if a claim for indemnification in respect thereof
is to be made against the Issuer under Section 2(a), notify the Issuer in
writing of such involvement. Failure by an Indemnified Person to so notify
the Issuer shall relieve the Issuer from the obligation to indemnify and hold
harmless such Indemnified Person under Section 2(a), only to the extent that
the Issuer suffers actual prejudice as a result of such failure. With
respect to any action, proceeding or investigation brought by a third party
for which indemnification may be sought under Section 2(a), the Issuer shall
be entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (whether or not the Indemnified Person is an
actual or potential party to such claim or action ) unless such settlement,
compromise or consent includes an unconditional release of the Indemnified
Person from all liability arising out of such claim, action, suit or
proceeding. Indemnification under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. shall include reasonable fees and out-of-
pocket expenses of investigation and litigation (including reasonable
attorneys' fees and expenses), except as otherwise provided in this
Agreement., the Issuer hereby covenants and agrees to indemnify, defend and
hold harmless the Trustee, the Bondholders, the State of New Hampshire, the
Treasurer of the State of New Hampshire, agencies of the State of New
Hampshire and any of their respective affiliates, officials, officers,
directors, employees, consultants, counsel and agents (the "Indemnified
Persons") from and against any and all losses, claims, actions, suits, taxes
(other than taxes payable by such Indemnified Person attributable to income
or gain received by such Indemnified Person in connection with the
transactions contemplated in the Indenture), damages, expenses (including,
without limitation, reasonable legal fees and expenses) and liabilities
(including liabilities under state or federal securities laws) of any kind
and nature whatsoever (collectively, "Expenses"), to the extent that such
Expenses arise out of or are imposed upon or asserted against such
Indemnified Persons with respect to the execution, delivery or performance of
the Indenture or the transactions contemplated thereby, the failure of the
Issuer or any other Person (other than the Indemnified Person being
indemnified) to perform its obligations hereunder or under any of the Basic
Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., notify the Issuer in writing of such
involvement. Failure by an Indemnified Person to so notify the Issuer shall
relieve the Issuer from the obligation to indemnify and hold harmless such
Indemnified Person under Subject to The Issuer shall not be required to
indemnify an Indemnified Person for any amount paid or payable by such
Indemnified Person pursuant to Subject to The Issuer shall not be required to
indemnify an Indemnified Person for any amount paid or payable by such
Indemnified Person pursuant to Section 2(a) in the settlement of any action,
proceeding or investigation without the written consent of the Issuer, which
consent shall not be unreasonably withheld. Promptly after receipt by an
Indemnified Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Section 2(a),
notify the Issuer in writing of such involvement. Failure by an Indemnified
Person to so notify the Issuer shall relieve the Issuer from the obligation
to indemnify and hold harmless such Indemnified Person under Section 2(a),
only to the extent that the Issuer suffers actual prejudice as a result of
such failure. With respect to any action, proceeding or investigation
brought by a third party for which indemnification may be sought under
Section 2(a), the Issuer shall be entitled to assume the defense of any such
action, proceeding or investigation. Upon assumption by the Issuer of the
defense of any such action, proceeding or investigation, the Indemnified
Person shall have the right to participate in such action or proceeding and
to retain its own counsel. The Issuer shall be entitled to appoint counsel
of the Issuer's choice at the Issuer's expense to represent the Indemnified
Person in any action, proceeding or investigation for which a claim of
indemnification is made against the Issuer under Section 2(a) (in which case
the Issuer shall not thereafter be responsible for the fees and expenses of
any separate counsel retained by the Indemnified Person except as set forth
below); provided however, that such counsel shall be reasonably satisfactory
to the Indemnified Person. Notwithstanding the Issuer's election to appoint
counsel to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. in the settlement of any action, proceeding or
investigation without the written consent of the Issuer, which consent shall
not be unreasonably withheld. Promptly after receipt by an Indemnified
Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., notify the Issuer in writing of such
involvement. Failure by an Indemnified Person to so notify the Issuer shall
relieve the Issuer from the obligation to indemnify and hold harmless such
Indemnified Person under Subject to The Issuer shall not be required to
indemnify an Indemnified Person for any amount paid or payable by such
Indemnified Person pursuant to Section 2(a) in the settlement of any action,
proceeding or investigation without the written consent of the Issuer, which
consent shall not be unreasonably withheld. Promptly after receipt by an
Indemnified Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Section 2(a),
notify the Issuer in writing of such involvement. Failure by an Indemnified
Person to so notify the Issuer shall relieve the Issuer from the obligation
to indemnify and hold harmless such Indemnified Person under Section 2(a),
only to the extent that the Issuer suffers actual prejudice as a result of
such failure. With respect to any action, proceeding or investigation
brought by a third party for which indemnification may be sought under
Section 2(a), the Issuer shall be entitled to assume the defense of any such
action, proceeding or investigation. Upon assumption by the Issuer of the
defense of any such action, proceeding or investigation, the Indemnified
Person shall have the right to participate in such action or proceeding and
to retain its own counsel. The Issuer shall be entitled to appoint counsel
of the Issuer's choice at the Issuer's expense to represent the Indemnified
Person in any action, proceeding or investigation for which a claim of
indemnification is made against the Issuer under Section 2(a) (in which case
the Issuer shall not thereafter be responsible for the fees and expenses of
any separate counsel retained by the Indemnified Person except as set forth
below); provided however, that such counsel shall be reasonably satisfactory
to the Indemnified Person. Notwithstanding the Issuer's election to appoint
counsel to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., only to the extent that the Issuer suffers
actual prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., the Issuer shall be entitled to assume the
defense of any such action, proceeding or investigation. Upon assumption by
the Issuer of the defense of any such action, proceeding or investigation,
the Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (in which case the Issuer shall not thereafter
be responsible for the fees and expenses of any separate counsel retained by
the Indemnified Person except as set forth below); provided however, that
such counsel shall be reasonably satisfactory to the Indemnified Person.
Notwithstanding the Issuer's election to appoint counsel to represent the
Indemnified Person in an action, proceeding or investigation, the Indemnified
Person shall have the right to employ separate counsel (including local
counsel), and the Issuer shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the Issuer to
represent the Indemnified Person would present such counsel with a conflict
of interest, (ii) the actual or potential defendants in, or targets of, any
such action include both the Indemnified Person and the Issuer and the
Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or additional to those
available to the Issuer, (iii) the Issuer shall not have employed counsel
reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person within a reasonable time after notice of the institution
of such action or (iv) the Issuer shall authorize the Indemnified Person to
employ separate counsel at the expense of the Issuer. Notwithstanding the
foregoing, the Issuer shall not be obligated to pay for the fees, costs and
expenses of more than one separate counsel for the Indemnified Persons (in
addition to local counsel). The Issuer will not, without the prior written
consent of the Indemnified Person, settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification may be sought
under Subject to The Issuer shall not be required to indemnify an Indemnified
Person for any amount paid or payable by such Indemnified Person pursuant to
Section 2(a) in the settlement of any action, proceeding or investigation
without the written consent of the Issuer, which consent shall not be
unreasonably withheld. Promptly after receipt by an Indemnified Person of
notice of its involvement in any action, proceeding or investigation, such
Indemnified Person shall, if a claim for indemnification in respect thereof
is to be made against the Issuer under Section 2(a), notify the Issuer in
writing of such involvement. Failure by an Indemnified Person to so notify
the Issuer shall relieve the Issuer from the obligation to indemnify and hold
harmless such Indemnified Person under Section 2(a), only to the extent that
the Issuer suffers actual prejudice as a result of such failure. With
respect to any action, proceeding or investigation brought by a third party
for which indemnification may be sought under Section 2(a), the Issuer shall
be entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (whether or not the Indemnified Person is an
actual or potential party to such claim or action ) unless such settlement,
compromise or consent includes an unconditional release of the Indemnified
Person from all liability arising out of such claim, action, suit or
proceeding. Indemnification under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. shall include reasonable fees and out-of-
pocket expenses of investigation and litigation (including reasonable
attorneys' fees and expenses), except as otherwise provided in this
Agreement., the Issuer hereby covenants and agrees to indemnify, defend and
hold harmless the Trustee, the Bondholders, the State of New Hampshire, the
Treasurer of the State of New Hampshire, agencies of the State of New
Hampshire and any of their respective affiliates, officials, officers,
directors, employees, consultants, counsel and agents (the "Indemnified
Persons") from and against any and all losses, claims, actions, suits, taxes
(other than taxes payable by such Indemnified Person attributable to income
or gain received by such Indemnified Person in connection with the
transactions contemplated in the Indenture), damages, expenses (including,
without limitation, reasonable legal fees and expenses) and liabilities
(including liabilities under state or federal securities laws) of any kind
and nature whatsoever (collectively, "Expenses"), to the extent that such
Expenses arise out of or are imposed upon or asserted against such
Indemnified Persons with respect to the execution, delivery or performance of
the Indenture or the transactions contemplated thereby, the failure of the
Issuer or any other Person (other than the Indemnified Person being
indemnified) to perform its obligations hereunder or under any of the Basic
Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., only to the extent that the Issuer suffers
actual prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. in the settlement of any action, proceeding or
investigation without the written consent of the Issuer, which consent shall
not be unreasonably withheld. Promptly after receipt by an Indemnified
Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., notify the Issuer in writing of such
involvement. Failure by an Indemnified Person to so notify the Issuer shall
relieve the Issuer from the obligation to indemnify and hold harmless such
Indemnified Person under Subject to The Issuer shall not be required to
indemnify an Indemnified Person for any amount paid or payable by such
Indemnified Person pursuant to Section 2(a) in the settlement of any action,
proceeding or investigation without the written consent of the Issuer, which
consent shall not be unreasonably withheld. Promptly after receipt by an
Indemnified Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Section 2(a),
notify the Issuer in writing of such involvement. Failure by an Indemnified
Person to so notify the Issuer shall relieve the Issuer from the obligation
to indemnify and hold harmless such Indemnified Person under Section 2(a),
only to the extent that the Issuer suffers actual prejudice as a result of
such failure. With respect to any action, proceeding or investigation
brought by a third party for which indemnification may be sought under
Section 2(a), the Issuer shall be entitled to assume the defense of any such
action, proceeding or investigation. Upon assumption by the Issuer of the
defense of any such action, proceeding or investigation, the Indemnified
Person shall have the right to participate in such action or proceeding and
to retain its own counsel. The Issuer shall be entitled to appoint counsel
of the Issuer's choice at the Issuer's expense to represent the Indemnified
Person in any action, proceeding or investigation for which a claim of
indemnification is made against the Issuer under Section 2(a) (in which case
the Issuer shall not thereafter be responsible for the fees and expenses of
any separate counsel retained by the Indemnified Person except as set forth
below); provided however, that such counsel shall be reasonably satisfactory
to the Indemnified Person. Notwithstanding the Issuer's election to appoint
counsel to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., only to the extent that the Issuer suffers
actual prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., the Issuer shall be entitled to assume the
defense of any such action, proceeding or investigation. Upon assumption by
the Issuer of the defense of any such action, proceeding or investigation,
the Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (in which case the Issuer shall not thereafter
be responsible for the fees and expenses of any separate counsel retained by
the Indemnified Person except as set forth below); provided however, that
such counsel shall be reasonably satisfactory to the Indemnified Person.
Notwithstanding the Issuer's election to appoint counsel to represent the
Indemnified Person in an action, proceeding or investigation, the Indemnified
Person shall have the right to employ separate counsel (including local
counsel), and the Issuer shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the Issuer to
represent the Indemnified Person would present such counsel with a conflict
of interest, (ii) the actual or potential defendants in, or targets of, any
such action include both the Indemnified Person and the Issuer and the
Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or additional to those
available to the Issuer, (iii) the Issuer shall not have employed counsel
reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person within a reasonable time after notice of the institution
of such action or (iv) the Issuer shall authorize the Indemnified Person to
employ separate counsel at the expense of the Issuer. Notwithstanding the
foregoing, the Issuer shall not be obligated to pay for the fees, costs and
expenses of more than one separate counsel for the Indemnified Persons (in
addition to local counsel). The Issuer will not, without the prior written
consent of the Indemnified Person, settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification may be sought
under Subject to The Issuer shall not be required to indemnify an Indemnified
Person for any amount paid or payable by such Indemnified Person pursuant to
Section 2(a) in the settlement of any action, proceeding or investigation
without the written consent of the Issuer, which consent shall not be
unreasonably withheld. Promptly after receipt by an Indemnified Person of
notice of its involvement in any action, proceeding or investigation, such
Indemnified Person shall, if a claim for indemnification in respect thereof
is to be made against the Issuer under Section 2(a), notify the Issuer in
writing of such involvement. Failure by an Indemnified Person to so notify
the Issuer shall relieve the Issuer from the obligation to indemnify and hold
harmless such Indemnified Person under Section 2(a), only to the extent that
the Issuer suffers actual prejudice as a result of such failure. With
respect to any action, proceeding or investigation brought by a third party
for which indemnification may be sought under Section 2(a), the Issuer shall
be entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (whether or not the Indemnified Person is an
actual or potential party to such claim or action ) unless such settlement,
compromise or consent includes an unconditional release of the Indemnified
Person from all liability arising out of such claim, action, suit or
proceeding. Indemnification under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. shall include reasonable fees and out-of-
pocket expenses of investigation and litigation (including reasonable
attorneys' fees and expenses), except as otherwise provided in this
Agreement., the Issuer hereby covenants and agrees to indemnify, defend and
hold harmless the Trustee, the Bondholders, the State of New Hampshire, the
Treasurer of the State of New Hampshire, agencies of the State of New
Hampshire and any of their respective affiliates, officials, officers,
directors, employees, consultants, counsel and agents (the "Indemnified
Persons") from and against any and all losses, claims, actions, suits, taxes
(other than taxes payable by such Indemnified Person attributable to income
or gain received by such Indemnified Person in connection with the
transactions contemplated in the Indenture), damages, expenses (including,
without limitation, reasonable legal fees and expenses) and liabilities
(including liabilities under state or federal securities laws) of any kind
and nature whatsoever (collectively, "Expenses"), to the extent that such
Expenses arise out of or are imposed upon or asserted against such
Indemnified Persons with respect to the execution, delivery or performance of
the Indenture or the transactions contemplated thereby, the failure of the
Issuer or any other Person (other than the Indemnified Person being
indemnified) to perform its obligations hereunder or under any of the Basic
Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., the Issuer shall be entitled to assume the
defense of any such action, proceeding or investigation. Upon assumption by
the Issuer of the defense of any such action, proceeding or investigation,
the Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. in the settlement of any action, proceeding or
investigation without the written consent of the Issuer, which consent shall
not be unreasonably withheld. Promptly after receipt by an Indemnified
Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., notify the Issuer in writing of such
involvement. Failure by an Indemnified Person to so notify the Issuer shall
relieve the Issuer from the obligation to indemnify and hold harmless such
Indemnified Person under Subject to The Issuer shall not be required to
indemnify an Indemnified Person for any amount paid or payable by such
Indemnified Person pursuant to Section 2(a) in the settlement of any action,
proceeding or investigation without the written consent of the Issuer, which
consent shall not be unreasonably withheld. Promptly after receipt by an
Indemnified Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Section 2(a),
notify the Issuer in writing of such involvement. Failure by an Indemnified
Person to so notify the Issuer shall relieve the Issuer from the obligation
to indemnify and hold harmless such Indemnified Person under Section 2(a),
only to the extent that the Issuer suffers actual prejudice as a result of
such failure. With respect to any action, proceeding or investigation
brought by a third party for which indemnification may be sought under
Section 2(a), the Issuer shall be entitled to assume the defense of any such
action, proceeding or investigation. Upon assumption by the Issuer of the
defense of any such action, proceeding or investigation, the Indemnified
Person shall have the right to participate in such action or proceeding and
to retain its own counsel. The Issuer shall be entitled to appoint counsel
of the Issuer's choice at the Issuer's expense to represent the Indemnified
Person in any action, proceeding or investigation for which a claim of
indemnification is made against the Issuer under Section 2(a) (in which case
the Issuer shall not thereafter be responsible for the fees and expenses of
any separate counsel retained by the Indemnified Person except as set forth
below); provided however, that such counsel shall be reasonably satisfactory
to the Indemnified Person. Notwithstanding the Issuer's election to appoint
counsel to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., only to the extent that the Issuer suffers
actual prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., the Issuer shall be entitled to assume the
defense of any such action, proceeding or investigation. Upon assumption by
the Issuer of the defense of any such action, proceeding or investigation,
the Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (in which case the Issuer shall not thereafter
be responsible for the fees and expenses of any separate counsel retained by
the Indemnified Person except as set forth below); provided however, that
such counsel shall be reasonably satisfactory to the Indemnified Person.
Notwithstanding the Issuer's election to appoint counsel to represent the
Indemnified Person in an action, proceeding or investigation, the Indemnified
Person shall have the right to employ separate counsel (including local
counsel), and the Issuer shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the Issuer to
represent the Indemnified Person would present such counsel with a conflict
of interest, (ii) the actual or potential defendants in, or targets of, any
such action include both the Indemnified Person and the Issuer and the
Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or additional to those
available to the Issuer, (iii) the Issuer shall not have employed counsel
reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person within a reasonable time after notice of the institution
of such action or (iv) the Issuer shall authorize the Indemnified Person to
employ separate counsel at the expense of the Issuer. Notwithstanding the
foregoing, the Issuer shall not be obligated to pay for the fees, costs and
expenses of more than one separate counsel for the Indemnified Persons (in
addition to local counsel). The Issuer will not, without the prior written
consent of the Indemnified Person, settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification may be sought
under Subject to The Issuer shall not be required to indemnify an Indemnified
Person for any amount paid or payable by such Indemnified Person pursuant to
Section 2(a) in the settlement of any action, proceeding or investigation
without the written consent of the Issuer, which consent shall not be
unreasonably withheld. Promptly after receipt by an Indemnified Person of
notice of its involvement in any action, proceeding or investigation, such
Indemnified Person shall, if a claim for indemnification in respect thereof
is to be made against the Issuer under Section 2(a), notify the Issuer in
writing of such involvement. Failure by an Indemnified Person to so notify
the Issuer shall relieve the Issuer from the obligation to indemnify and hold
harmless such Indemnified Person under Section 2(a), only to the extent that
the Issuer suffers actual prejudice as a result of such failure. With
respect to any action, proceeding or investigation brought by a third party
for which indemnification may be sought under Section 2(a), the Issuer shall
be entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (whether or not the Indemnified Person is an
actual or potential party to such claim or action ) unless such settlement,
compromise or consent includes an unconditional release of the Indemnified
Person from all liability arising out of such claim, action, suit or
proceeding. Indemnification under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. shall include reasonable fees and out-of-
pocket expenses of investigation and litigation (including reasonable
attorneys' fees and expenses), except as otherwise provided in this
Agreement., the Issuer hereby covenants and agrees to indemnify, defend and
hold harmless the Trustee, the Bondholders, the State of New Hampshire, the
Treasurer of the State of New Hampshire, agencies of the State of New
Hampshire and any of their respective affiliates, officials, officers,
directors, employees, consultants, counsel and agents (the "Indemnified
Persons") from and against any and all losses, claims, actions, suits, taxes
(other than taxes payable by such Indemnified Person attributable to income
or gain received by such Indemnified Person in connection with the
transactions contemplated in the Indenture), damages, expenses (including,
without limitation, reasonable legal fees and expenses) and liabilities
(including liabilities under state or federal securities laws) of any kind
and nature whatsoever (collectively, "Expenses"), to the extent that such
Expenses arise out of or are imposed upon or asserted against such
Indemnified Persons with respect to the execution, delivery or performance of
the Indenture or the transactions contemplated thereby, the failure of the
Issuer or any other Person (other than the Indemnified Person being
indemnified) to perform its obligations hereunder or under any of the Basic
Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (in which case the Issuer shall not thereafter
be responsible for the fees and expenses of any separate counsel retained by
the Indemnified Person except as set forth below); provided however, that
such counsel shall be reasonably satisfactory to the Indemnified Person.
Notwithstanding the Issuer's election to appoint counsel to represent the
Indemnified Person in an action, proceeding or investigation, the Indemnified
Person shall have the right to employ separate counsel (including local
counsel), and the Issuer shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the Issuer to
represent the Indemnified Person would present such counsel with a conflict
of interest, (ii) the actual or potential defendants in, or targets of, any
such action include both the Indemnified Person and the Issuer and the
Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or additional to those
available to the Issuer, (iii) the Issuer shall not have employed counsel
reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person within a reasonable time after notice of the institution
of such action or (iv) the Issuer shall authorize the Indemnified Person to
employ separate counsel at the expense of the Issuer. Notwithstanding the
foregoing, the Issuer shall not be obligated to pay for the fees, costs and
expenses of more than one separate counsel for the Indemnified Persons (in
addition to local counsel). The Issuer will not, without the prior written
consent of the Indemnified Person, settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification may be sought
under Subject to The Issuer shall not be required to indemnify an Indemnified
Person for any amount paid or payable by such Indemnified Person pursuant to
Subject to The Issuer shall not be required to indemnify an Indemnified
Person for any amount paid or payable by such Indemnified Person pursuant to
Section 2(a) in the settlement of any action, proceeding or investigation
without the written consent of the Issuer, which consent shall not be
unreasonably withheld. Promptly after receipt by an Indemnified Person of
notice of its involvement in any action, proceeding or investigation, such
Indemnified Person shall, if a claim for indemnification in respect thereof
is to be made against the Issuer under Section 2(a), notify the Issuer in
writing of such involvement. Failure by an Indemnified Person to so notify
the Issuer shall relieve the Issuer from the obligation to indemnify and hold
harmless such Indemnified Person under Section 2(a), only to the extent that
the Issuer suffers actual prejudice as a result of such failure. With
respect to any action, proceeding or investigation brought by a third party
for which indemnification may be sought under Section 2(a), the Issuer shall
be entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. in the settlement of any action, proceeding or
investigation without the written consent of the Issuer, which consent shall
not be unreasonably withheld. Promptly after receipt by an Indemnified
Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., notify the Issuer in writing of such
involvement. Failure by an Indemnified Person to so notify the Issuer shall
relieve the Issuer from the obligation to indemnify and hold harmless such
Indemnified Person under Subject to The Issuer shall not be required to
indemnify an Indemnified Person for any amount paid or payable by such
Indemnified Person pursuant to Section 2(a) in the settlement of any action,
proceeding or investigation without the written consent of the Issuer, which
consent shall not be unreasonably withheld. Promptly after receipt by an
Indemnified Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Section 2(a),
notify the Issuer in writing of such involvement. Failure by an Indemnified
Person to so notify the Issuer shall relieve the Issuer from the obligation
to indemnify and hold harmless such Indemnified Person under Section 2(a),
only to the extent that the Issuer suffers actual prejudice as a result of
such failure. With respect to any action, proceeding or investigation
brought by a third party for which indemnification may be sought under
Section 2(a), the Issuer shall be entitled to assume the defense of any such
action, proceeding or investigation. Upon assumption by the Issuer of the
defense of any such action, proceeding or investigation, the Indemnified
Person shall have the right to participate in such action or proceeding and
to retain its own counsel. The Issuer shall be entitled to appoint counsel
of the Issuer's choice at the Issuer's expense to represent the Indemnified
Person in any action, proceeding or investigation for which a claim of
indemnification is made against the Issuer under Section 2(a) (in which case
the Issuer shall not thereafter be responsible for the fees and expenses of
any separate counsel retained by the Indemnified Person except as set forth
below); provided however, that such counsel shall be reasonably satisfactory
to the Indemnified Person. Notwithstanding the Issuer's election to appoint
counsel to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., only to the extent that the Issuer suffers
actual prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., the Issuer shall be entitled to assume the
defense of any such action, proceeding or investigation. Upon assumption by
the Issuer of the defense of any such action, proceeding or investigation,
the Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (in which case the Issuer shall not thereafter
be responsible for the fees and expenses of any separate counsel retained by
the Indemnified Person except as set forth below); provided however, that
such counsel shall be reasonably satisfactory to the Indemnified Person.
Notwithstanding the Issuer's election to appoint counsel to represent the
Indemnified Person in an action, proceeding or investigation, the Indemnified
Person shall have the right to employ separate counsel (including local
counsel), and the Issuer shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the Issuer to
represent the Indemnified Person would present such counsel with a conflict
of interest, (ii) the actual or potential defendants in, or targets of, any
such action include both the Indemnified Person and the Issuer and the
Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or additional to those
available to the Issuer, (iii) the Issuer shall not have employed counsel
reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person within a reasonable time after notice of the institution
of such action or (iv) the Issuer shall authorize the Indemnified Person to
employ separate counsel at the expense of the Issuer. Notwithstanding the
foregoing, the Issuer shall not be obligated to pay for the fees, costs and
expenses of more than one separate counsel for the Indemnified Persons (in
addition to local counsel). The Issuer will not, without the prior written
consent of the Indemnified Person, settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification may be sought
under Subject to The Issuer shall not be required to indemnify an Indemnified
Person for any amount paid or payable by such Indemnified Person pursuant to
Section 2(a) in the settlement of any action, proceeding or investigation
without the written consent of the Issuer, which consent shall not be
unreasonably withheld. Promptly after receipt by an Indemnified Person of
notice of its involvement in any action, proceeding or investigation, such
Indemnified Person shall, if a claim for indemnification in respect thereof
is to be made against the Issuer under Section 2(a), notify the Issuer in
writing of such involvement. Failure by an Indemnified Person to so notify
the Issuer shall relieve the Issuer from the obligation to indemnify and hold
harmless such Indemnified Person under Section 2(a), only to the extent that
the Issuer suffers actual prejudice as a result of such failure. With
respect to any action, proceeding or investigation brought by a third party
for which indemnification may be sought under Section 2(a), the Issuer shall
be entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (whether or not the Indemnified Person is an
actual or potential party to such claim or action ) unless such settlement,
compromise or consent includes an unconditional release of the Indemnified
Person from all liability arising out of such claim, action, suit or
proceeding. Indemnification under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. shall include reasonable fees and out-of-
pocket expenses of investigation and litigation (including reasonable
attorneys' fees and expenses), except as otherwise provided in this
Agreement., the Issuer hereby covenants and agrees to indemnify, defend and
hold harmless the Trustee, the Bondholders, the State of New Hampshire, the
Treasurer of the State of New Hampshire, agencies of the State of New
Hampshire and any of their respective affiliates, officials, officers,
directors, employees, consultants, counsel and agents (the "Indemnified
Persons") from and against any and all losses, claims, actions, suits, taxes
(other than taxes payable by such Indemnified Person attributable to income
or gain received by such Indemnified Person in connection with the
transactions contemplated in the Indenture), damages, expenses (including,
without limitation, reasonable legal fees and expenses) and liabilities
(including liabilities under state or federal securities laws) of any kind
and nature whatsoever (collectively, "Expenses"), to the extent that such
Expenses arise out of or are imposed upon or asserted against such
Indemnified Persons with respect to the execution, delivery or performance of
the Indenture or the transactions contemplated thereby, the failure of the
Issuer or any other Person (other than the Indemnified Person being
indemnified) to perform its obligations hereunder or under any of the Basic
Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (whether or not the Indemnified Person is an
actual or potential party to such claim or action ) unless such settlement,
compromise or consent includes an unconditional release of the Indemnified
Person from all liability arising out of such claim, action, suit or
proceeding. Indemnification under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. in the settlement of any action, proceeding or
investigation without the written consent of the Issuer, which consent shall
not be unreasonably withheld. Promptly after receipt by an Indemnified
Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., notify the Issuer in writing of such
involvement. Failure by an Indemnified Person to so notify the Issuer shall
relieve the Issuer from the obligation to indemnify and hold harmless such
Indemnified Person under Subject to The Issuer shall not be required to
indemnify an Indemnified Person for any amount paid or payable by such
Indemnified Person pursuant to Section 2(a) in the settlement of any action,
proceeding or investigation without the written consent of the Issuer, which
consent shall not be unreasonably withheld. Promptly after receipt by an
Indemnified Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Section 2(a),
notify the Issuer in writing of such involvement. Failure by an Indemnified
Person to so notify the Issuer shall relieve the Issuer from the obligation
to indemnify and hold harmless such Indemnified Person under Section 2(a),
only to the extent that the Issuer suffers actual prejudice as a result of
such failure. With respect to any action, proceeding or investigation
brought by a third party for which indemnification may be sought under
Section 2(a), the Issuer shall be entitled to assume the defense of any such
action, proceeding or investigation. Upon assumption by the Issuer of the
defense of any such action, proceeding or investigation, the Indemnified
Person shall have the right to participate in such action or proceeding and
to retain its own counsel. The Issuer shall be entitled to appoint counsel
of the Issuer's choice at the Issuer's expense to represent the Indemnified
Person in any action, proceeding or investigation for which a claim of
indemnification is made against the Issuer under Section 2(a) (in which case
the Issuer shall not thereafter be responsible for the fees and expenses of
any separate counsel retained by the Indemnified Person except as set forth
below); provided however, that such counsel shall be reasonably satisfactory
to the Indemnified Person. Notwithstanding the Issuer's election to appoint
counsel to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., only to the extent that the Issuer suffers
actual prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., the Issuer shall be entitled to assume the
defense of any such action, proceeding or investigation. Upon assumption by
the Issuer of the defense of any such action, proceeding or investigation,
the Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (in which case the Issuer shall not thereafter
be responsible for the fees and expenses of any separate counsel retained by
the Indemnified Person except as set forth below); provided however, that
such counsel shall be reasonably satisfactory to the Indemnified Person.
Notwithstanding the Issuer's election to appoint counsel to represent the
Indemnified Person in an action, proceeding or investigation, the Indemnified
Person shall have the right to employ separate counsel (including local
counsel), and the Issuer shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the Issuer to
represent the Indemnified Person would present such counsel with a conflict
of interest, (ii) the actual or potential defendants in, or targets of, any
such action include both the Indemnified Person and the Issuer and the
Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or additional to those
available to the Issuer, (iii) the Issuer shall not have employed counsel
reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person within a reasonable time after notice of the institution
of such action or (iv) the Issuer shall authorize the Indemnified Person to
employ separate counsel at the expense of the Issuer. Notwithstanding the
foregoing, the Issuer shall not be obligated to pay for the fees, costs and
expenses of more than one separate counsel for the Indemnified Persons (in
addition to local counsel). The Issuer will not, without the prior written
consent of the Indemnified Person, settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification may be sought
under Subject to The Issuer shall not be required to indemnify an Indemnified
Person for any amount paid or payable by such Indemnified Person pursuant to
Section 2(a) in the settlement of any action, proceeding or investigation
without the written consent of the Issuer, which consent shall not be
unreasonably withheld. Promptly after receipt by an Indemnified Person of
notice of its involvement in any action, proceeding or investigation, such
Indemnified Person shall, if a claim for indemnification in respect thereof
is to be made against the Issuer under Section 2(a), notify the Issuer in
writing of such involvement. Failure by an Indemnified Person to so notify
the Issuer shall relieve the Issuer from the obligation to indemnify and hold
harmless such Indemnified Person under Section 2(a), only to the extent that
the Issuer suffers actual prejudice as a result of such failure. With
respect to any action, proceeding or investigation brought by a third party
for which indemnification may be sought under Section 2(a), the Issuer shall
be entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (whether or not the Indemnified Person is an
actual or potential party to such claim or action ) unless such settlement,
compromise or consent includes an unconditional release of the Indemnified
Person from all liability arising out of such claim, action, suit or
proceeding. Indemnification under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. shall include reasonable fees and out-of-
pocket expenses of investigation and litigation (including reasonable
attorneys' fees and expenses), except as otherwise provided in this
Agreement., the Issuer hereby covenants and agrees to indemnify, defend and
hold harmless the Trustee, the Bondholders, the State of New Hampshire, the
Treasurer of the State of New Hampshire, agencies of the State of New
Hampshire and any of their respective affiliates, officials, officers,
directors, employees, consultants, counsel and agents (the "Indemnified
Persons") from and against any and all losses, claims, actions, suits, taxes
(other than taxes payable by such Indemnified Person attributable to income
or gain received by such Indemnified Person in connection with the
transactions contemplated in the Indenture), damages, expenses (including,
without limitation, reasonable legal fees and expenses) and liabilities
(including liabilities under state or federal securities laws) of any kind
and nature whatsoever (collectively, "Expenses"), to the extent that such
Expenses arise out of or are imposed upon or asserted against such
Indemnified Persons with respect to the execution, delivery or performance of
the Indenture or the transactions contemplated thereby, the failure of the
Issuer or any other Person (other than the Indemnified Person being
indemnified) to perform its obligations hereunder or under any of the Basic
Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. shall include reasonable fees and out-of-
pocket expenses of investigation and litigation (including reasonable
attorneys' fees and expenses), except as otherwise provided in this
Agreement.
(c) If the indemnity provided in Subject to The Issuer shall not
be required to indemnify an Indemnified Person for any amount paid or payable
by such Indemnified Person pursuant to Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. in the settlement of any action, proceeding or
investigation without the written consent of the Issuer, which consent shall
not be unreasonably withheld. Promptly after receipt by an Indemnified
Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., notify the Issuer in writing of such
involvement. Failure by an Indemnified Person to so notify the Issuer shall
relieve the Issuer from the obligation to indemnify and hold harmless such
Indemnified Person under Subject to The Issuer shall not be required to
indemnify an Indemnified Person for any amount paid or payable by such
Indemnified Person pursuant to Section 2(a) in the settlement of any action,
proceeding or investigation without the written consent of the Issuer, which
consent shall not be unreasonably withheld. Promptly after receipt by an
Indemnified Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Issuer under Section 2(a),
notify the Issuer in writing of such involvement. Failure by an Indemnified
Person to so notify the Issuer shall relieve the Issuer from the obligation
to indemnify and hold harmless such Indemnified Person under Section 2(a),
only to the extent that the Issuer suffers actual prejudice as a result of
such failure. With respect to any action, proceeding or investigation
brought by a third party for which indemnification may be sought under
Section 2(a), the Issuer shall be entitled to assume the defense of any such
action, proceeding or investigation. Upon assumption by the Issuer of the
defense of any such action, proceeding or investigation, the Indemnified
Person shall have the right to participate in such action or proceeding and
to retain its own counsel. The Issuer shall be entitled to appoint counsel
of the Issuer's choice at the Issuer's expense to represent the Indemnified
Person in any action, proceeding or investigation for which a claim of
indemnification is made against the Issuer under Section 2(a) (in which case
the Issuer shall not thereafter be responsible for the fees and expenses of
any separate counsel retained by the Indemnified Person except as set forth
below); provided however, that such counsel shall be reasonably satisfactory
to the Indemnified Person. Notwithstanding the Issuer's election to appoint
counsel to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., only to the extent that the Issuer suffers
actual prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture., the Issuer shall be entitled to assume the
defense of any such action, proceeding or investigation. Upon assumption by
the Issuer of the defense of any such action, proceeding or investigation,
the Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Subject to The
Issuer shall not be required to indemnify an Indemnified Person for any
amount paid or payable by such Indemnified Person pursuant to Section 2(a) in
the settlement of any action, proceeding or investigation without the written
consent of the Issuer, which consent shall not be unreasonably withheld.
Promptly after receipt by an Indemnified Person of notice of its involvement
in any action, proceeding or investigation, such Indemnified Person shall, if
a claim for indemnification in respect thereof is to be made against the
Issuer under Section 2(a), notify the Issuer in writing of such involvement.
Failure by an Indemnified Person to so notify the Issuer shall relieve the
Issuer from the obligation to indemnify and hold harmless such Indemnified
Person under Section 2(a), only to the extent that the Issuer suffers actual
prejudice as a result of such failure. With respect to any action,
proceeding or investigation brought by a third party for which
indemnification may be sought under Section 2(a), the Issuer shall be
entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (in which case the Issuer shall not thereafter
be responsible for the fees and expenses of any separate counsel retained by
the Indemnified Person except as set forth below); provided however, that
such counsel shall be reasonably satisfactory to the Indemnified Person.
Notwithstanding the Issuer's election to appoint counsel to represent the
Indemnified Person in an action, proceeding or investigation, the Indemnified
Person shall have the right to employ separate counsel (including local
counsel), and the Issuer shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the Issuer to
represent the Indemnified Person would present such counsel with a conflict
of interest, (ii) the actual or potential defendants in, or targets of, any
such action include both the Indemnified Person and the Issuer and the
Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or additional to those
available to the Issuer, (iii) the Issuer shall not have employed counsel
reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person within a reasonable time after notice of the institution
of such action or (iv) the Issuer shall authorize the Indemnified Person to
employ separate counsel at the expense of the Issuer. Notwithstanding the
foregoing, the Issuer shall not be obligated to pay for the fees, costs and
expenses of more than one separate counsel for the Indemnified Persons (in
addition to local counsel). The Issuer will not, without the prior written
consent of the Indemnified Person, settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification may be sought
under Subject to The Issuer shall not be required to indemnify an Indemnified
Person for any amount paid or payable by such Indemnified Person pursuant to
Section 2(a) in the settlement of any action, proceeding or investigation
without the written consent of the Issuer, which consent shall not be
unreasonably withheld. Promptly after receipt by an Indemnified Person of
notice of its involvement in any action, proceeding or investigation, such
Indemnified Person shall, if a claim for indemnification in respect thereof
is to be made against the Issuer under Section 2(a), notify the Issuer in
writing of such involvement. Failure by an Indemnified Person to so notify
the Issuer shall relieve the Issuer from the obligation to indemnify and hold
harmless such Indemnified Person under Section 2(a), only to the extent that
the Issuer suffers actual prejudice as a result of such failure. With
respect to any action, proceeding or investigation brought by a third party
for which indemnification may be sought under Section 2(a), the Issuer shall
be entitled to assume the defense of any such action, proceeding or
investigation. Upon assumption by the Issuer of the defense of any such
action, proceeding or investigation, the Indemnified Person shall have the
right to participate in such action or proceeding and to retain its own
counsel. The Issuer shall be entitled to appoint counsel of the Issuer's
choice at the Issuer's expense to represent the Indemnified Person in any
action, proceeding or investigation for which a claim of indemnification is
made against the Issuer under Section 2(a) (in which case the Issuer shall
not thereafter be responsible for the fees and expenses of any separate
counsel retained by the Indemnified Person except as set forth below);
provided however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Issuer's election to appoint counsel
to represent the Indemnified Person in an action, proceeding or
investigation, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Issuer shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Issuer to represent the Indemnified Person would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the Indemnified Person and
the Issuer and the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or
additional to those available to the Issuer, (iii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person within a reasonable time after notice of the
institution of such action or (iv) the Issuer shall authorize the Indemnified
Person to employ separate counsel at the expense of the Issuer.
Notwithstanding the foregoing, the Issuer shall not be obligated to pay for
the fees, costs and expenses of more than one separate counsel for the
Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. (whether or not the Indemnified Person is an
actual or potential party to such claim or action ) unless such settlement,
compromise or consent includes an unconditional release of the Indemnified
Person from all liability arising out of such claim, action, suit or
proceeding. Indemnification under Subject to The Issuer shall not be
required to indemnify an Indemnified Person for any amount paid or payable by
such Indemnified Person pursuant to Section 2(a) in the settlement of any
action, proceeding or investigation without the written consent of the
Issuer, which consent shall not be unreasonably withheld. Promptly after
receipt by an Indemnified Person of notice of its involvement in any action,
proceeding or investigation, such Indemnified Person shall, if a claim for
indemnification in respect thereof is to be made against the Issuer under
Section 2(a), notify the Issuer in writing of such involvement. Failure by
an Indemnified Person to so notify the Issuer shall relieve the Issuer from
the obligation to indemnify and hold harmless such Indemnified Person under
Section 2(a), only to the extent that the Issuer suffers actual prejudice as
a result of such failure. With respect to any action, proceeding or
investigation brought by a third party for which indemnification may be
sought under Section 2(a), the Issuer shall be entitled to assume the defense
of any such action, proceeding or investigation. Upon assumption by the
Issuer of the defense of any such action, proceeding or investigation, the
Indemnified Person shall have the right to participate in such action or
proceeding and to retain its own counsel. The Issuer shall be entitled to
appoint counsel of the Issuer's choice at the Issuer's expense to represent
the Indemnified Person in any action, proceeding or investigation for which a
claim of indemnification is made against the Issuer under Section 2(a) (in
which case the Issuer shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Issuer's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Issuer shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Issuer to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Issuer and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Issuer, (iii) the
Issuer shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Issuer shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel for
the Indemnified Persons (in addition to local counsel). The Issuer will not,
without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under Section 2(a) (whether or not the
Indemnified Person is an actual or potential party to such claim or action )
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding. Indemnification under Section 2(a) shall
include reasonable fees and out-of-pocket expenses of investigation and
litigation (including reasonable attorneys' fees and expenses), except as
otherwise provided in this Agreement., the Issuer hereby covenants and agrees
to indemnify, defend and hold harmless the Trustee, the Bondholders, the
State of New Hampshire, the Treasurer of the State of New Hampshire, agencies
of the State of New Hampshire and any of their respective affiliates,
officials, officers, directors, employees, consultants, counsel and agents
(the "Indemnified Persons") from and against any and all losses, claims,
actions, suits, taxes (other than taxes payable by such Indemnified Person
attributable to income or gain received by such Indemnified Person in
connection with the transactions contemplated in the Indenture), damages,
expenses (including, without limitation, reasonable legal fees and expenses)
and liabilities (including liabilities under state or federal securities
laws) of any kind and nature whatsoever (collectively, "Expenses"), to the
extent that such Expenses arise out of or are imposed upon or asserted
against such Indemnified Persons with respect to the execution, delivery or
performance of the Indenture or the transactions contemplated thereby, the
failure of the Issuer or any other Person (other than the Indemnified Person
being indemnified) to perform its obligations hereunder or under any of the
Basic Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. shall include reasonable fees and out-of-
pocket expenses of investigation and litigation (including reasonable
attorneys' fees and expenses), except as otherwise provided in this
Agreement., the Issuer hereby covenants and agrees to indemnify, defend and
hold harmless the Trustee, the Bondholders, the State of New Hampshire, the
Treasurer of the State of New Hampshire, agencies of the State of New
Hampshire and any of their respective affiliates, officials, officers,
directors, employees, consultants, counsel and agents (the "Indemnified
Persons") from and against any and all losses, claims, actions, suits, taxes
(other than taxes payable by such Indemnified Person attributable to income
or gain received by such Indemnified Person in connection with the
transactions contemplated in the Indenture), damages, expenses (including,
without limitation, reasonable legal fees and expenses) and liabilities
(including liabilities under state or federal securities laws) of any kind
and nature whatsoever (collectively, "Expenses"), to the extent that such
Expenses arise out of or are imposed upon or asserted against such
Indemnified Persons with respect to the execution, delivery or performance of
the Indenture or the transactions contemplated thereby, the failure of the
Issuer or any other Person (other than the Indemnified Person being
indemnified) to perform its obligations hereunder or under any of the Basic
Documents, or otherwise in connection with the Basic Documents or the
transactions contemplated thereby; provided, however, that the Issuer is not
required to indemnify any Indemnified Person for any Expenses that result
from the willful misconduct or gross negligence of such Indemnified Person
and provided further, that it is understood and agreed that the Bondholders
may only exercise their rights and remedies hereunder through the Trustee and
no Bondholder shall have any right to pursue any cause of action to enforce
its rights and remedies hereunder except through the Trustee. The
obligations of the Issuer to indemnify the Indemnified Persons as provided
herein shall survive the termination, satisfaction or discharge of the
Indenture and the resignation or removal of the Trustee. The Indemnified
Persons are entitled to the benefit of this Agreement and shall have the
right to enforce the provisions hereof. Subject to the provisions of the
Indenture, the Indemnified Persons shall have a lien against the RRB Property
to secure payment of such Expenses to the extent provided in the Statute or
the finance order issued pursuant thereto. The Issuer's obligations to make
payments of such Expenses shall be subject to the priorities set forth in
Section 8.02 of the Indenture. is unavailable to or insufficient to hold
harmless an Indemnified Person for any reason, the Issuer and such
Indemnified Person agree to contribute to the aggregate Expenses to which the
Issuer and such Indemnified Person may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Issuer and such
Indemnified Person, respectively, from the offering of the Bonds; provided,
however, that in no case shall any Indemnified Person be responsible for any
amount in excess of the fees or other amounts received by such Indemnified
Person in connection with the Basic Documents and the issuance of the Bonds.
If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Issuer and the Indemnified Person shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Issuer and such
Indemnified Person, respectively, in connection with the actions or omissions
giving rise to such Expenses as well as any other relevant equitable
considerations; provided, however, that in no case shall any Indemnified
Person be responsible for any amount in excess of the fees or other amounts
received by such Indemnified Person in connection with the Basic Documents
and the issuance of the Bonds. The Issuer and the Indemnified Persons agree
that it would not be just and equitable if contribution were determined by
pro rata allocation or any other method of allocation which does not take
account of the equitable considerations referred to above.
Section 3. Payment. All amounts owed by the Issuer to the Trustee, any
Paying Agent or any Registrar under the Indenture shall be paid to the
Trustee, any Paying Agent or any Registrar, as appropriate, pursuant to the
Indenture or, if a fee agreement or fee schedule has been provided to the
Issuer, payment shall be made in accordance with said agreement or schedule,
or if not otherwise provided, such amount shall be paid directly to the
Trustee, any Paying Agent or any Registrar, as appropriate, until the Issuer
is otherwise notified in writing by the Trustee, such Paying Agent or such
Registrar; provided however, that notwithstanding anything to the contrary in
this Agreement or in any fee agreement or fee schedule, each of the parties
to this Agreement agrees that the Issuer's obligations to make payments to it
shall be subject to the priorities set forth in Section 8.02 of the Indenture
and the Issuer shall have no obligation to make any payment except to the
extent consistent with Section 8.02 of the Indenture. The Issuer hereby
irrevocably directs the Trustee to pay such amounts from monies on deposit in
the Collection Account as provided pursuant to Section 8.02 of the Indenture.
Section 4. Notices. Unless otherwise specifically provided herein, all
notices, directions, consents and waivers required under the terms and
provisions of this Agreement shall be in English and in writing, and any such
notice, direction, consent or waiver may be given by United States mail,
courier service, facsimile transmission or electronic mail (confirmed by
telephone, United States mail or courier service in the case of notice by
facsimile transmission or electronic mail) or any other customary means of
communication, and any such notice, direction, consent or waiver shall be
effective when delivered, or if mailed, three days after deposit in the
United States mail with proper postage for ordinary mail prepaid,
if to the Issuer, to:
PSNH Funding LLC
c/o Public Service Company of New Hampshire
0000 Xxx Xxxxxx
Xxxxxxxxxx, XX
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
E-Mail: xxxxxxx@xx.xxx (email)
with a copy to:
Public Service Company of New Hampshire
c/o Northeast Utilities Service Company
if by U.S. Mail:
X.X. Xxx 000
Xxxxxxxx, XX 00000-0000
if by courier:
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Assistant Treasurer - Finance
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
E-Mail: xxxxxxx@xx.xxx
if to the Trustee, to:
The Bank of New York
000 Xxxxxxx Xxxxxx
Xxxxx 00 Xxxx
Xxx Xxxx, XX 00000
Attention: ABS Unit
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Section 5. Survival of Agreements. This Agreement shall terminate upon
the payment and discharge of all Bonds; provided, however, that the
agreements of the Issuer and the Trustee set forth in . Indemnity and
Contribution. and . Nonpetition Covenant. Notwithstanding any prior
termination of this Agreement, but subject to the New Hampshire Public
Utilities Commission's right to order the sequestration and payment of
revenues arising with respect to the RRB Property notwithstanding any
bankruptcy, reorganization or other insolvency proceedings with respect to
the debtor, pledgor or transferor of the RRB Property pursuant to the
Statute, the Trustee agrees that it shall not, prior to the date which is one
year and one day after the termination of the Indenture with respect to the
Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to invoke
the process of any court or government authority for the purpose of
commencing or sustaining a case against the Issuer under any federal or state
bankruptcy, insolvency or similar law, appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Issuer or any substantial part of the property of the Issuer, or ordering the
winding up of the affairs of or the liquidation of the Issuer. hereof shall
survive the termination of this Agreement or the resignation or removal of
the Trustee.
Section 6. Nonpetition Covenant. Notwithstanding any prior termination
of this Agreement, but subject to the New Hampshire Public Utilities
Commission's right to order the sequestration and payment of revenues arising
with respect to the RRB Property notwithstanding any bankruptcy,
reorganization or other insolvency proceedings with respect to the debtor,
pledgor or transferor of the RRB Property pursuant to the Statute, the
Trustee agrees that it shall not, prior to the date which is one year and one
day after the termination of the Indenture with respect to the Issuer,
acquiesce, petition or otherwise invoke or cause the Issuer to invoke the
process of any court or government authority for the purpose of commencing or
sustaining a case against the Issuer under any federal or state bankruptcy,
insolvency or similar law, appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Issuer or
any substantial part of the property of the Issuer, or ordering the winding
up of the affairs of or the liquidation of the Issuer.
Section 7. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same agreement.
Section 8. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW HAMPSHIRE WITHOUT REFERENCE TO
ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 9. Non-Consolidation. The parties hereby acknowledge and agree
that the Issuer and Public Service Company of New Hampshire shall not be
substantively consolidated, and that Public Service Company of New Hampshire
shall have no liability or obligation of any kind with respect to this
Agreement; provided, however, that this provision shall not be interpreted to
relieve Public Service Company of New Hampshire of its obligations to
indemnify the Issuer pursuant to any other Basic Document, including without
limitation with respect to amounts paid by the Issuer to persons indemnified
by it under this Agreement, to the extent the Issuer would otherwise be
entitled to indemnification with respect to such amounts under such other
Basic Document.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this
Agreement to be duly executed by duly authorized officers, all as of the day
and year first above written.
PSNH FUNDING LLC,
as Issuer
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: President
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxxxxxxx X. Xxxxx
Name: Xxxxxxxxx X. Xxxxx
Title: Assistant Vice President
