Common use of Indemnity Against Claims Clause in Contracts

Indemnity Against Claims. The Company releases the Issuer from, agrees that the Issuer shall not be liable for, and indemnifies the Issuer against, all liabilities, claims, costs and expenses imposed upon or asserted against the Issuer on account of: (a) the maintenance, operation and use of the Project; (b) any breach or default on the part of the Company in the performance of any covenant or agreement of the Company under this Agreement or the Note or arising from any act or failure to act by the Company under such documents; (c) the refunding of the Refunded Bonds, the issuance of the Bonds, and the provision of any information furnished by the Company in connection therewith concerning the Project or the Company (including, without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 3.2 or for inclusion in, or as a basis for preparation of, the information statements filed by the Issuer pursuant to the Code) or the subsequent remarketing or determination of the interest rate or rates on the Bonds; (d) any audit of the tax status of the interest on the Bonds; and (e) any claim or action or proceeding with respect to the matters set forth in (a), (b), (c) and (d) above brought thereon, except to the extent that any liability, claim, cost or loss was due to the Issuer’s willful misconduct. The Company agrees to indemnify the Trustee and to hold the Trustee harmless against, any and all loss, claim, damage, fine, penalty, liability or expense incurred by it, including out-of-pocket and incidental expenses and legal fees and expenses (“Losses”), arising out of or in connection with the acceptance or administration of the Indenture or the trusts thereunder or the performance of its duties thereunder or under this Agreement, including the costs and expenses of defending itself against or investigating any claim (whether asserted by the Issuer, the Company, a Bondholder, or any other person) of liability in the premises, except to the extent that any such loss, liability or expense was due to its own negligence or bad faith. In addition to and not in limitation of the preceding sentence, the Company agrees to indemnify the Trustee and any predecessor Trustee and its agents, officers, directors and employees for any Losses that may be imposed on, incurred by or asserted against it for following any instructions or directions upon which the Trustee is authorized to rely pursuant to the Indenture. In case any action or proceeding is brought against the Issuer or the Trustee, in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly give notice of that action or proceeding to the Company, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure to give that notice shall not relieve the Company from any of its obligations under this section except to the extent, and only to the extent, that such failure prejudices the defense of the claim, demand, action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense; provided, however, where it is ethically inappropriate for one firm to represent the interests of the Issuer and any other indemnified party or parties, the Company shall pay the Issuer’s or the Trustee’s legal expenses, respectively, in connection with the Issuer’s or the Trustee’s retention of separate counsel. The Company shall not be liable for any settlement made without its consent. The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers and employees of the Issuer and the Trustee. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law.

Indemnity Against Claims. In the exercise of the powers of the Authority, the Bank, or the Trustee hereunder, including (without limiting the foregoing) the application of moneys, the investment of funds and disposition of the Project Facilities upon the occurrence of an Event of Default, neither the Authority, the Bank, the Trustee nor their members, directors, officers, employees or agents shall be accountable to the Borrower for any action taken or omitted by any of them in good faith and with the belief that it is authorized or within the discretion or rights or powers conferred hereunder or under the Indenture. The Company releases Authority, the Issuer fromBank, agrees that the Issuer Trustee and their members, directors, officers, employees and agents shall not be liable forprotected in acting upon any paper or document believed to be genuine, and indemnifies any of them may conclusively rely upon the Issuer againstadvice of counsel and may (but need not) require further evidence of any fact or matter before taking any action. No recourse shall be had by the Borrower for any claims based hereon or on the Indenture against any member, director, officer, employee or agent of the Authority, the Bank, or the Trustee alleging personal liability on the part of such person unless such claims are based upon the bad faith, fraud, deceit, gross negligence or willful misconduct of such person. As such, the Borrower shall indemnify and hold harmless the Authority, any person who "controls" the Authority within the meaning of Section 15 of the Securities Act of 1933, as amended, the Bank, the Trustee and each member, director, officer, employee, attorney and agent of the Authority, the Bank or the Trustee (collectively the "Indemnified Parties") against any and all claims, losses, damages or liabilities, joint and several, to which the Indemnified Parties become subject, insofar as such losses, claims, costs damages or liabilities (including all costs, expenses and expenses imposed reasonable counsel fees incurred in investigating or defending such claim) (or actions in respect thereof) suffered by any of the Indemnified Parties caused by, relating to, arising directly or indirectly out of, resulting from or in any way connected to the Project Facility or the Project or are based upon any other act or asserted against the Issuer on account of: omission in connection with (a) the maintenancecondition, operation and use use, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the ProjectProject Facility or any part thereof; or (b) any breach untrue statement of a material fact contained in information submitted or default on to be submitted to the part of the Company in the performance of any covenant or agreement of the Company under this Agreement or the Note or arising from any act or failure to act Indemnified Parties by the Company under such documents; (c) the refunding of the Refunded Bonds, the issuance of the Bonds, and the provision of any information furnished by the Company in connection therewith concerning the Project or the Company (including, without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 3.2 or for inclusion in, or as a basis for preparation of, the information statements filed by the Issuer pursuant to the Code) or the subsequent remarketing or determination of the interest rate or rates on the Bonds; (d) any audit of the tax status of the interest on the Bonds; and (e) any claim or action or proceeding Borrower with respect to the matters set forth in (a), (b), transactions contemplated hereby; or (c) and (d) above any omission of a material fact necessary to be stated therein in order to make such statement to the Indemnified Parties not misleading or incomplete unless the losses, damages or liabilities arise from the gross negligence or willful misconduct of the person to be indemnified. In the event any claim is made or action brought thereonagainst an Indemnified Party, except to for claims or actions brought which arise from the extent that gross negligence or willful misconduct of any liability, claim, cost or loss was due to the Issuer’s willful misconduct. The Company agrees to indemnify the Trustee and to hold the Trustee harmless against, any and all loss, claim, damage, fine, penalty, liability or expense incurred by it, including out-of-pocket and incidental expenses and legal fees and expenses (“Losses”), arising out of or in connection with the acceptance or administration of the Indenture or the trusts thereunder or the performance of its duties thereunder or under this Agreement, including the costs and expenses of defending itself against or investigating any claim (whether asserted by the Issuersuch person, the Company, a Bondholder, or any other person) of liability in Indemnified Party may direct the premises, except to the extent that any such loss, liability or expense was due to its own negligence or bad faith. In addition to and not in limitation of the preceding sentence, the Company agrees to indemnify the Trustee and any predecessor Trustee and its agents, officers, directors and employees for any Losses that may be imposed on, incurred by or asserted against it for following any instructions or directions upon which the Trustee is authorized to rely pursuant to the Indenture. In case any action or proceeding is brought against the Issuer or the Trustee, in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly give notice of that action or proceeding to the Company, and the Company upon receipt of that notice shall have the obligation and the right Borrower to assume the defense of the claim and any action brought thereon and pay all reasonable expenses (including attorneys' fees) incurred therein; or proceeding; such Indemnified Party may assume the defense of any such claim or action, the reasonable cost (including attorneys' fees) of which shall be paid by the Borrower upon written request of the Indemnified Party to the Borrower, provided, that failure to give that notice if the Authority, the Bank or the Trustee assumes such defense, no settlement of any such claim or action shall be made without the consent of the Borrower, which consent shall not relieve the Company from any of be unreasonably withheld. The Borrower may engage its obligations under this section except own counsel to the extent, and only to the extent, that such failure prejudices participate in the defense of the claim, demand, action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense; provided, however, where it is ethically inappropriate for one firm to represent the interests of the Issuer and any other indemnified party or parties, the Company shall pay the Issuer’s or the Trustee’s legal expenses, respectively, in connection with the Issuer’s or the Trustee’s retention of separate counselsuch action. The Company defense of any such claim shall include the taking of all actions necessary or appropriate thereto. The Borrower shall not be liable for any settlement made of any such action effected without its Borrower's consent, but if settled with the consent of the Borrower, or if there is a final judgment for the claimant on any such action, the Borrower agrees to indemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of such settlement or judgment. The indemnification set forth above is intended to and provisions of this Section 5.23 shall include survive the indemnification termination of all affected officials, directors, officers and employees of the Issuer this Loan Agreement and the Trustee. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by lawother Loan Documents.

Indemnity Against Claims. The Company releases the Issuer from, agrees that the Issuer shall not be liable for, and indemnifies the Issuer against, all liabilities, claims, costs and expenses imposed upon or asserted against the Issuer on account of: (a) the maintenance, operation and use of the Project; (b) any breach or default on the part of the Company in the performance of any covenant or agreement of the Company under this Agreement or the Note or arising from any act or failure to act by the Company under such documents; (c) the refunding of the Refunded Bonds, the issuance of the Bonds, and the provision of any information furnished by the Company in connection therewith concerning the Project or the Company (including, without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 3.2 or for inclusion in, or as a basis for preparation of, the information statements filed by the Issuer pursuant to the Code) or the subsequent remarketing or determination of the interest rate or rates on the Bonds; (d) any audit of the tax status of the interest on the Bonds; and (e) any claim or action or proceeding with respect to the matters set forth in (a), (b), (c) and (d) above brought thereon, except to the extent that any liability, claim, cost or loss was due to the Issuer’s 's willful misconduct. The Company agrees to indemnify the Trustee and to hold the Trustee harmless against, any and all loss, claim, damage, fine, penalty, liability or expense incurred by it, including out-of-pocket and incidental expenses and legal fees and expenses (“Losses”), arising out of or in connection with the acceptance or administration of the Indenture or the trusts thereunder or the performance of its duties thereunder or under this Agreement, including the costs and expenses of defending itself against or investigating any claim (whether asserted by the Issuer, the Company, a Bondholder, or any other person) of liability in the premises, except to the extent that any such loss, liability or expense was due to its own negligence or bad faith. In addition to and not in limitation of the preceding sentence, the Company agrees to indemnify the Trustee and any predecessor Trustee and its agents, officers, directors and employees for any Losses that may be imposed on, incurred by or asserted against it for following any instructions or directions upon which the Trustee is authorized to rely pursuant to the Indenture. In case any action or proceeding is brought against the Issuer or the Trustee, in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly give notice of that action or proceeding to the Company, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure to give that notice shall not relieve the Company from any of its obligations under this section Section except to the extent, and only to the extent, that such failure prejudices the defense of the claim, demand, action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense; provided, however, where it is ethically inappropriate for one firm to represent the interests of the Issuer and any other indemnified party or parties, the Company shall pay the Issuer’s 's or the Trustee’s 's legal expenses, respectively, in connection with the Issuer’s 's or the Trustee’s 's retention of separate counsel. The Company shall not be liable for any settlement made without its consent. The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers and employees of the Issuer and the Trustee. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law.

Indemnity Against Claims. The Company releases the Issuer from, agrees that the Issuer shall not be liable for, and indemnifies the Issuer against, all liabilities, claimsclaims (including claims for any injury, bodily harm or death of any person), costs and expenses imposed upon or asserted against the Issuer on account of: (a) the maintenance, operation and use of the ProjectProject Facilities; (b) any breach or default on the part of the Company in the performance of any covenant or agreement of the Company under this Agreement Agreement, the Note or the Note Continuing Disclosure Undertaking (as defined in the Indenture) or arising from any act or failure to act by the Company under such documents; (c) the refunding of the Refunded Bonds, the issuance of the Prior Bonds, and the provision of any information furnished by the Company in connection therewith concerning the Project Facilities or the Company (including, without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 3.2 2.2 or for inclusion in, or as a basis for preparation of, the information statements filed by the Issuer pursuant to the Code) or the subsequent remarketing or determination of the interest rate or rates on the Bonds); (d) any audit of the tax status of the interest on the Bonds; and (e) any claim or claim, action or proceeding with respect to the matters set forth in (a), (b), (c) and (dc) above brought thereon, except to the extent that any liability, claim, cost or loss was due to the Issuer’s willful misconduct. The Company agrees to indemnify the Trustee and any predecessor Trustee and to hold the Trustee and any predecessor Trustee harmless against, any and all loss, claim, damage, fine, penalty, liability or expense incurred by itthem, including out-of-pocket and incidental expenses and reasonable legal fees and expenses (“Losses”), ) arising out of or in connection with the acceptance or administration of the Indenture or the trusts thereunder or the performance of its their duties thereunder or under this Agreement, including the costs and expenses of defending itself themselves against or investigating any claim (whether asserted by the Issuer, the Company, a Bondholder, Bondholder or any other person) of liability in the premises, except to the extent that any such loss, liability or expense was due to its the Trustee’s or such predecessor Trustee’s, as the case may be, own negligence or bad faith. In addition to and not in limitation of the preceding sentence, the Company agrees to indemnify the Trustee and any predecessor Trustee and its their agents, officers, directors and employees for any Losses that may be imposed on, incurred by or asserted against it them for following any instructions or directions upon which the Trustee or such predecessor Trustee is authorized to rely pursuant to the Indenture. In case any action or proceeding is brought against the Issuer Issuer, the Trustee or the any predecessor Trustee, in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly give notice of that action or proceeding to the Company, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure to give that notice shall not relieve the Company from any of its obligations under this section except to the extent, and only to the extent, that such failure prejudices the defense of the claim, demand, action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense; provided, provided however, where it is ethically inappropriate for one firm to represent the interests of the Issuer and any other indemnified party or parties, the Company shall pay the Issuer’s, the Trustee’s or the predecessor Trustee’s legal expenses, respectively, in connection with the Issuer’s, the Trustee’s or the predecessor Trustee’s retention of separate counsel. The Company shall not be liable for any settlement made without its consent. The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers officers, agents and employees employees, past, present and future, of the Issuer Issuer, the Trustee and any predecessor Trustee; and, to the extent relating to the Trustee or any predecessor Trustee, shall be for the benefit of the Trustee or such predecessor Trustee in each of its respective capacities under the Indenture. That indemnification is intended to and shall be enforceable by the Issuer Issuer, the Trustee and the any predecessor Trustee, respectively, to the full extent permitted by law.

Indemnity Against Claims. The Company releases the Issuer from, agrees that the Issuer shall not be liable for, and indemnifies the Issuer against, all liabilities, claimsclaims (including claims for any injury, bodily harm or death of any person), costs and expenses imposed upon or asserted against the Issuer on account of: (a) the maintenance, operation and use of the ProjectProject Facilities; (b) any breach or default on the part of the Company in the performance of any covenant or agreement of the Company under this Agreement Agreement, the Note or the Note Continuing Disclosure Undertaking (as defined in the Indenture) or arising from any act or failure to act by the Company under such documents; (c) the refunding of the Refunded Bonds, the issuance of the Prior Bonds, and the provision of any information furnished by the Company in connection therewith concerning the Project Facilities or the Company (including, without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 3.2 2.2 or for inclusion in, or as a basis for preparation of, the information statements filed by the Issuer pursuant to the Code) or the subsequent remarketing or determination of the interest rate or rates on the Bonds); (d) any audit of the tax status of the interest on the Bonds; and (e) any claim or action or proceeding with respect to the matters set forth in (a), (b), (c) and (dc) above brought thereon, except to the extent that any liability, claim, cost or loss was due to the Issuer’s 's willful misconduct. The Company agrees to indemnify the Trustee and to hold the Trustee harmless against, any and all loss, claim, damage, fine, penalty, liability or expense incurred by it, including out-of-pocket and incidental expenses and reasonable legal fees and expenses (“"Losses”), ") arising out of or in connection with the acceptance or administration of the Indenture or the trusts thereunder or the performance of its duties thereunder or under this AgreementAgreement or the Senior Secured Bonds, including the costs and expenses of defending itself against or investigating any claim (whether asserted by the Issuer, the Company, a Bondholder, or any other person) of liability in the premises, except to the extent that any such loss, liability or expense was due to its own negligence or bad faith. In addition to and not in limitation of the preceding sentence, the Company agrees to indemnify the Trustee and any predecessor Trustee and its agents, officers, directors and employees for any Losses that may be imposed on, incurred by or asserted against it for following any instructions or directions upon which the Trustee is authorized to rely pursuant to the Indenture. In case any action or proceeding is brought against the Issuer or the Trustee, in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly give notice of that action or proceeding to the Company, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure to give that notice shall not relieve the Company from any of its obligations under this section except to the extent, and only to the extent, that such failure prejudices the defense of the claim, demand, action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense; provided, provided however, where it is ethically inappropriate for one firm to represent the interests of the Issuer and any other indemnified party or parties, the Company shall pay the Issuer’s 's or the Trustee’s 's legal expenses, respectively, in connection with the Issuer’s 's or the Trustee’s 's retention of separate counsel. The Company shall not be liable for any settlement made without its consent. The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers officers, agents and employees employees, past, present and future, of the Issuer and the Trustee; and, to the extent relating to the Trustee, shall be for the benefit of the Trustee in each of its capacities under the Indenture. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law.

Indemnity Against Claims. (a) The Company Borrower hereby releases and agrees to and do hereby at all times indemnify and hold harmless the Issuer and any person who “controls” the Issuer (within the meaning of Section 15 of the Securities Act of 1933, as amended), the Trustee, and any member, officer, director, official, employee and attorney of the Issuer or the Trustee (collectively called the “Indemnified Parties”) against any and all claims by third parties for costs, damages, expenses and liabilities of whatsoever nature (including but not limited to attorney’s fees, litigation and court costs, amounts paid in settlement, and amounts paid to discharge judgments collectively, the “Indemnified Claims”) directly or indirectly resulting from, agrees arising out of, or related to (a) the issuance, offering, sale, delivery, or payment of the Bonds and interest thereon; or (b) the design, construction, installation, operation, use, occupancy, maintenance and ownership of the Project or any part thereof including the payment of rebate to the federal government; or (c) any untrue or alleged untrue statement of a material fact contained in information provided by the Borrower with respect to the transactions contemplated hereby; or (d) any omission of a material fact necessary to be stated in information provided by the Borrower with respect to the transactions contemplated hereby in order to make such information not misleading or incomplete or (e) the performance by the Indemnified Parties (except for the Trustee) of their rights and obligations under the Indenture and this Loan Agreement; provided, however, that the Issuer Borrower shall not be liable for, and indemnifies the Issuer against, all liabilities, claims, costs and expenses imposed upon or asserted against the Issuer on account of: (a) the maintenance, operation and use for Indemnified Claims of the Project; (b) any breach or default on the part of the Company in the performance of any covenant or agreement of the Company under this Agreement or the Note or arising from any act or failure to act by the Company under such documents; (c) the refunding of the Refunded Bonds, the issuance of the Bonds, and the provision of any information furnished by the Company in connection therewith concerning the Project or the Company (including, without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 3.2 or for inclusion in, or as a basis for preparation of, the information statements filed by the Issuer pursuant to the Code) or the subsequent remarketing or determination of the interest rate or rates on the Bonds; (d) any audit of the tax status of the interest on the Bonds; and (e) any claim or action or proceeding with respect to the matters set forth in (a), (b), (c) and (d) above brought thereon, except an Indemnified Party to the extent that any liability, claim, cost arising from the sole or loss was due to the Issuer’s concurrent willful misconduct. The Company agrees to indemnify the Trustee and to hold the Trustee harmless against, any and all loss, claim, damage, fine, penalty, liability misconduct or expense incurred by it, including out-of-pocket and incidental expenses and legal fees and expenses (“Losses”), arising out negligence of or in connection with the acceptance or administration of the Indenture or the trusts thereunder or the performance of its duties thereunder or under this Agreement, including the costs and expenses of defending itself against or investigating any claim (whether asserted by the Issuer, the Company, a Bondholder, or any other person) of liability in the premises, except to the extent that any such loss, liability or expense was due to its own negligence or bad faith. In addition to and not in limitation of the preceding sentence, the Company agrees to indemnify the Trustee and any predecessor Trustee and its agents, officers, directors and employees for any Losses that may be imposed on, incurred by or asserted against it for following any instructions or directions upon which the Trustee is authorized to rely pursuant to the IndentureIndemnified Party. In case any action or proceeding is shall be brought against one or more of the Issuer or Indemnified Parties based upon any of the Trustee, above and in respect of to which indemnity may be sought hereunderagainst the Borrower, such Indemnified Party shall promptly notify the Borrower in writing, and except where the Borrower is the claimant, the party seeking indemnity Borrower shall promptly give notice assume the defense thereof, including the employment of that action or proceeding counsel reasonably satisfactory to the CompanyIndemnified Party, the payment of all reasonable costs and the Company upon receipt of that notice shall have the obligation expenses and the right to assume the defense negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ only one counsel at the Borrower’s expense in any such action or proceeding; provided, that failure and to give that notice shall not relieve the Company from any of its obligations under this section except to the extent, and only to the extent, that such failure prejudices the defense of the claim, demand, action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense; provided, however, where it is ethically inappropriate for one firm to represent the interests of the Issuer and any other indemnified party or parties, the Company shall pay the Issuer’s or the Trustee’s legal expenses, respectively, in connection with the Issuer’s or the Trustee’s retention of separate counseldefense thereof. The Company Borrower shall not be liable for any settlement made of any such action effected without its the Borrower’s consent. The indemnification set forth above is intended to and , which consent shall include not be unreasonably withheld, but if settled with the indemnification of all affected officials, directors, officers and employees consent of the Issuer Borrower, or if there is a final judgment for the claimant on any such action, the Borrower agrees to indemnify and hold harmless the Trustee. That indemnification is intended to Indemnified Parties from and shall be enforceable against any loss or liability by the Issuer and the Trustee, respectively, to the full extent permitted by lawreason of such settlement or judgment.

Indemnity Against Claims. The Company releases the Issuer from, agrees that the Issuer shall not be liable for, and indemnifies the Issuer against, all liabilities, claims, costs and expenses imposed upon or asserted against the Issuer on account of: (a) the maintenance, operation and use of the Project; (b) any breach or default on the part of the Company in the performance of any covenant or agreement of the Company under this Agreement or the Note or arising from any act or failure to act by the Company under such documents; (c) the refunding of the Refunded Bonds, the issuance of the Bonds, and the provision of any information furnished by the Company in connection therewith concerning the Project or the Company (including, without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 3.2 or for inclusion in, or as a basis for preparation of, the information statements filed by the Issuer pursuant to the Code) or the subsequent remarketing or determination of the interest rate or rates on the Bonds; (d) any audit of the tax status of the interest on the Bonds; and (e) any claim or action or proceeding with respect to the matters set forth in (a), (b), (c) and (d) above brought thereon, except to the extent that any liability, claim, cost or loss was due to the Issuer’s 's willful misconduct. The Company agrees to indemnify the Trustee and to hold the Trustee harmless against, any and all loss, claim, damage, fine, penalty, liability or expense incurred by it, including out-of-pocket and incidental expenses and legal fees and expenses (“Losses”), arising out of or in connection with the acceptance or administration of the Indenture or the trusts thereunder or the performance of its duties thereunder or under this Agreement, including the costs and expenses of defending itself against or investigating any claim (whether asserted by the Issuer, the Company, a Bondholder, or any other person) of liability in the premises, except to the extent that any such loss, liability or expense was due to its own negligence or bad faith. In addition to and not in limitation of the preceding sentence, the Company agrees to indemnify the Trustee and any predecessor Trustee and its agents, officers, directors and employees for any Losses that may be imposed on, incurred by or asserted against it for following any instructions or directions upon which the Trustee is authorized to rely pursuant to the Indenture. In case any action or proceeding is brought against the Issuer or the Trustee, in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly give notice of that action or proceeding to the Company, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure to give that notice shall not relieve the Company from any of its obligations under this section Section except to the extent, and only to the extent, that such failure prejudices the defense of the claim, demand, action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense; provided, however, where it is ethically inappropriate for one firm to represent the interests of the Issuer and any other indemnified party or parties, the Company shall pay the Issuer’s 's or the Trustee’s 's legal expenses, respectively, in connection with the Issuer’s 's or the Trustee’s 's retention of separate counsel. The Company shall not be liable for any settlement made without its consent. The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers officers, agents, attorneys and employees employees, past, present and future, of the Issuer and the Trustee. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law.

Indemnity Against Claims. In the exercise of the powers of the Bank, hereunder, including without limitation the application of moneys, the investment of funds and disposition of the Project Facilities upon the occurrence of an Event of Default, neither the Bank nor its directors, officers, shareholders, employees or agents shall be accountable to the Borrower for any action taken or omitted by any of them in good faith and with the belief that it is authorized or within the discretion or rights or powers conferred hereunder or under the Indentures. The Company releases the Issuer fromBank and its directors, agrees that the Issuer officers, shareholders, employees and agents shall not be liable forprotected in acting upon any paper or document believed to be genuine, and indemnifies any of them may conclusively rely upon the Issuer againstadvice of counsel and may (but need not) require further evidence of any fact or matter before taking any action. No recourse shall be had by the Borrower for any claims based hereon or on the Indentures against any member, director, officer, employee or agent of the Bank alleging personal liability on the part of such Person unless such claims are based upon the gross negligence or willful misconduct of such Person. As such, the Borrower shall indemnify and hold harmless each Indemnified Party against any and all claims, losses, damages or liabilities, joint and several, to which the Indemnified Parties become subject, insofar as such losses, claims, costs damages or liabilities (including all costs, expenses and expenses imposed reasonable counsel fees incurred in investigating or defending such claim) (or actions in respect thereof) suffered by any of the Indemnified Parties caused by, relating to, arising directly or indirectly out of, resulting from or in any way connected to the Project Facility or the Project or are based upon any other act or asserted against the Issuer on account of: omission in connection with (a) the maintenancecondition, operation and use use, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the ProjectProject Facility or any part thereof; or (b) any breach untrue statement of a material fact contained in information submitted or default on to be submitted to the part of the Company in the performance of any covenant or agreement of the Company under this Agreement or the Note or arising from any act or failure to act Indemnified Parties by the Company under such documents; (c) the refunding of the Refunded Bonds, the issuance of the Bonds, and the provision of any information furnished by the Company in connection therewith concerning the Project or the Company (including, without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 3.2 or for inclusion in, or as a basis for preparation of, the information statements filed by the Issuer pursuant to the Code) or the subsequent remarketing or determination of the interest rate or rates on the Bonds; (d) any audit of the tax status of the interest on the Bonds; and (e) any claim or action or proceeding Borrower with respect to the matters set forth in (a), (b), transactions contemplated hereby; or (c) and (d) above any omission of any fact necessary to be stated therein in order to make such statement to the Indemnified Parties not misleading or incomplete in any material respect unless the losses, damages or liabilities arise from the gross negligence or willful misconduct of the Person to be indemnified. In the event any claim is made or action brought thereonagainst an Indemnified Party, except to for claims or actions brought which arise from the extent that gross negligence or willful misconduct of any liability, claim, cost or loss was due to the Issuer’s willful misconduct. The Company agrees to indemnify the Trustee and to hold the Trustee harmless against, any and all loss, claim, damage, fine, penalty, liability or expense incurred by it, including out-of-pocket and incidental expenses and legal fees and expenses (“Losses”), arising out of or in connection with the acceptance or administration of the Indenture or the trusts thereunder or the performance of its duties thereunder or under this Agreement, including the costs and expenses of defending itself against or investigating any claim (whether asserted by the Issuersuch Person, the Company, a Bondholder, or any other person) of liability in Indemnified Party may direct the premises, except to the extent that any such loss, liability or expense was due to its own negligence or bad faith. In addition to and not in limitation of the preceding sentence, the Company agrees to indemnify the Trustee and any predecessor Trustee and its agents, officers, directors and employees for any Losses that may be imposed on, incurred by or asserted against it for following any instructions or directions upon which the Trustee is authorized to rely pursuant to the Indenture. In case any action or proceeding is brought against the Issuer or the Trustee, in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly give notice of that action or proceeding to the Company, and the Company upon receipt of that notice shall have the obligation and the right Borrower to assume the defense of the claim and any action brought thereon and pay all reasonable expenses (including attorneys' fees) incurred therein; or proceeding; such Indemnified Party may assume the defense of any such claim or action, the reasonable cost (including attorneys' fees) of which shall be paid by the Borrower upon written request of the Indemnified Party to the Borrower, provided, that failure to give that notice if the Bank assumes such defense, no settlement of any such claim or action shall be made without the consent of the Borrower, which consent shall not relieve the Company from any of be unreasonably withheld. The Borrower may engage its obligations under this section except own counsel at its own cost to the extent, and only to the extent, that such failure prejudices participate in the defense of the claim, demand, action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense; provided, however, where it is ethically inappropriate for one firm to represent the interests of the Issuer and any other indemnified party or parties, the Company shall pay the Issuer’s or the Trustee’s legal expenses, respectively, in connection with the Issuer’s or the Trustee’s retention of separate counselsuch action. The Company defense of any such claim shall include the taking of all actions necessary or appropriate thereto. The Borrower shall not be liable for any settlement made of any such action effected without its Borrower's consent, but if settled with the consent of the Borrower, or if there is a final non-appealable judgment for the claimant on any such action, the Borrower agrees to indemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of such settlement or judgment. The indemnification set forth above is intended to and provisions of this Section 9.1 shall include survive the indemnification termination of all affected officials, directors, officers and employees of the Issuer this Agreement and the Trustee. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by lawother Credit Documents.

Indemnity Against Claims. (a) The Company releases agrees to and does hereby indemnify and hold harmless the Issuer fromLender and the Bank and any officer, agrees that the Issuer shall not be liable fordirector, official, employee, and indemnifies attorney of the Issuer against, Lender and the Bank (collectively called the "Indemnified Parties") against any and all liabilitieslosses, claims, costs damages or liabilities (including all costs, expenses and expenses imposed upon reasonable counsel fees incurred in investigating or asserted against the Issuer on account of: (adefending such claim) the maintenance, operation and use suffered by any of the Project; Indemnified Parties and caused by, relating to, arising out of, resulting from, or in any way connected with (bi) any breach or default on the part of the Company in the performance of any covenant or agreement of the Company under this Agreement or the Note or arising from any act or failure to act by the Company under such documents; (c) the refunding of the Refunded Bonds, the issuance of the Bonds, and or the provision condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Project or any part thereof including the payment of rebate to the federal government; or (ii) any untrue statement of a material fact contained in any Operative Document that is material in nature or any other information furnished that is material in nature provided by the Company in connection therewith concerning the Project or the Company (including, without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 3.2 or for inclusion in, or as a basis for preparation of, the information statements filed by the Issuer pursuant to the Code) or the subsequent remarketing or determination of the interest rate or rates on the Bonds; (d) any audit of the tax status of the interest on the Bonds; and (e) any claim or action or proceeding with respect to the matters set forth transactions contemplated hereby; or (iii) any omission of a material fact necessary to be stated therein in (a), (b), (c) and (d) above brought thereon, except order to the extent that any liability, claim, cost make such statement not misleading or loss was due to the Issuer’s willful misconduct. The Company agrees to indemnify the Trustee and to hold the Trustee harmless against, any and all loss, claim, damage, fine, penalty, liability or expense incurred by it, including out-of-pocket and incidental expenses and legal fees and expenses (“Losses”), arising out of or in connection with the acceptance or administration of the Indenture or the trusts thereunder or the performance of its duties thereunder or under this Agreement, including the costs and expenses of defending itself against or investigating any claim (whether asserted by the Issuer, the Company, a Bondholder, or any other person) of liability in the premises, except to the extent that any such loss, liability or expense was due to its own negligence or bad faith. In addition to and not in limitation of the preceding sentence, the Company agrees to indemnify the Trustee and any predecessor Trustee and its agents, officers, directors and employees for any Losses that may be imposed on, incurred by or asserted against it for following any instructions or directions upon which the Trustee is authorized to rely pursuant to the Indentureincomplete. In case any action or proceeding is shall be brought against one or more of the Issuer or Indemnified Parties based upon any of the Trustee, above and in respect of to which indemnity may be sought hereunderagainst the Company, the party seeking indemnity such Indemnified Party shall promptly give notice of that action or proceeding to notify the CompanyCompany in writing, and the Company upon receipt shall assume the defense thereof, including the employment of that notice shall have counsel satisfactory to the obligation Indemnified Party, the payment of all costs and expenses and the right to assume the defense negotiate and consent to settlement. Any one or more of the action or proceeding; provided, that failure Indemnified Parties shall have the right to give that notice shall not relieve the Company from any of its obligations under this section except to the extent, and only to the extent, that such failure prejudices the defense of the claim, demand, action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel at the Company's expense in any such action and to participate in the defense; provided, however, where it is ethically inappropriate for one firm to represent the interests of the Issuer and any other indemnified party or parties, the Company shall pay the Issuer’s or the Trustee’s legal expenses, respectively, in connection with the Issuer’s or the Trustee’s retention of separate counseldefense thereof. The Company shall not be liable for any settlement made of any such action effected without its Company's consent, but if settled with the consent of the Company, or at such time as an Event of Default is outstanding, or if there is a final judgment for the claimant on any such action, the Company agrees to indemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of such settlement or judgment. The indemnification set forth above is intended Notwithstanding anything in this Agreement to the contrary which may limit recourse to the Company or may otherwise purport to limit the Company's liability, the provisions of this Section shall control the Company's obligations with respect to this indemnity and shall include the indemnification of all affected officials, directors, officers and employees survive repayment of the Issuer and the Trustee. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by lawBonds.

Indemnity Against Claims. In the exercise of the powers of the Bank, hereunder, including without limitation the application of moneys, the investment of funds and disposition of the Project Facilities upon the occurrence of an Event of Default, neither the Bank nor its directors, officers, shareholders, employees or agents shall be accountable to the Company for any action taken or omitted by any of them in good faith and with the belief that it is authorized or within the discretion or rights or powers conferred hereunder or under the Indenture. The Company releases the Issuer fromBank and its directors, agrees that the Issuer officers, shareholders, employees and agents shall not be liable forprotected in acting upon any paper or document believed to be genuine, and indemnifies any of them may conclusively rely upon the Issuer againstadvice of counsel and may (but need not) require further evidence of any fact or matter before taking any action. No recourse shall be had by the Company for any claims based hereon or on the Indenture against any member, director, officer, employee or agent of the Bank alleging personal liability on the part of such person unless such claims are based upon the gross negligence or willful misconduct of such person. As such, the Company shall indemnify and hold harmless the Bank, and each director, officer, shareholder, employee, attorney and agent of the Bank (collectively the "Indemnified Parties") against any and all claims, losses, damages or liabilities, joint and several, to which the Indemnified Parties become subject, insofar as such losses, claims, costs damages or liabilities (including all costs, expenses and expenses imposed reasonable counsel fees incurred in investigating or defending such claim) (or actions in respect thereof) suffered by any of the Indemnified Parties caused by, relating to, arising directly or indirectly out of, resulting from or in any way connected to the Project Facility or the Project or are based upon any other act or asserted against the Issuer on account of: omission in connection with (a) the maintenancecondition, operation and use use, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the ProjectProject Facility or any part thereof; or (b) any breach untrue statement of a material fact contained in information submitted or default on to be submitted to the part of the Company in the performance of any covenant or agreement of the Company under this Agreement or the Note or arising from any act or failure to act Indemnified Parties by the Company under such documents; (c) the refunding of the Refunded Bonds, the issuance of the Bonds, and the provision of any information furnished by the Company in connection therewith concerning the Project or the Company (including, without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 3.2 or for inclusion in, or as a basis for preparation of, the information statements filed by the Issuer pursuant to the Code) or the subsequent remarketing or determination of the interest rate or rates on the Bonds; (d) any audit of the tax status of the interest on the Bonds; and (e) any claim or action or proceeding with respect to the matters set forth in (a), (b), transactions contemplated hereby; or (c) and (d) above any omission of a material fact necessary to be stated therein in order to make such statement to the Indemnified Parties not misleading or incomplete unless the losses, damages or liabilities arise from the gross negligence or willful misconduct of the person to be indemnified. In the event any claim is made or action brought thereonagainst an Indemnified Party, except to for claims or actions brought which arise from the extent that gross negligence or willful misconduct of any liability, claim, cost or loss was due to the Issuer’s willful misconduct. The Company agrees to indemnify the Trustee and to hold the Trustee harmless against, any and all loss, claim, damage, fine, penalty, liability or expense incurred by it, including out-of-pocket and incidental expenses and legal fees and expenses (“Losses”), arising out of or in connection with the acceptance or administration of the Indenture or the trusts thereunder or the performance of its duties thereunder or under this Agreement, including the costs and expenses of defending itself against or investigating any claim (whether asserted by the Issuersuch person, the Company, a Bondholder, or any other person) of liability in the premises, except to the extent that any such loss, liability or expense was due to its own negligence or bad faith. In addition to and not in limitation of the preceding sentence, Indemnified Party may direct the Company agrees to indemnify the Trustee and any predecessor Trustee and its agents, officers, directors and employees for any Losses that may be imposed on, incurred by or asserted against it for following any instructions or directions upon which the Trustee is authorized to rely pursuant to the Indenture. In case any action or proceeding is brought against the Issuer or the Trustee, in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly give notice of that action or proceeding to the Company, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the claim and any action brought thereon and pay all reasonable expenses (including attorneys' fees) incurred therein; or proceeding; such Indemnified Party may assume the defense of any such claim or action, the reasonable cost (including attorneys' fees) of which shall be paid by the Company upon written request of the Indemnified Party to the Company, provided, that failure to give that notice if the Bank assumes such defense, no settlement of any such claim or action shall be made without the consent of the Company, which consent shall not relieve the be unreasonably withheld. The Company from any of may engage its obligations under this section except own counsel to the extent, and only to the extent, that such failure prejudices participate in the defense of any such action. The defense of any such claim shall include the claim, demand, action taking of all actions necessary or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense; provided, however, where it is ethically inappropriate for one firm to represent the interests of the Issuer and any other indemnified party or parties, the Company shall pay the Issuer’s or the Trustee’s legal expenses, respectively, in connection with the Issuer’s or the Trustee’s retention of separate counselappropriate thereto. The Company shall not be liable for any settlement made of any such action effected without its Company's consent, but if settled with the consent of the Company, or if there is a final judgment for the claimant on any such action, the Company agrees to indemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of such settlement or judgment. The indemnification set forth above is intended to and provisions of this Section 5.19 shall include survive the indemnification termination of all affected officials, directors, officers and employees of the Issuer this Agreement and the Trustee. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by lawother Loan Documents.

Indemnity Against Claims. The Company releases the Issuer from, agrees that the Issuer shall not be liable for, and indemnifies the Issuer against, all liabilities, claimsclaims (including claims for any injury, bodily harm or death of any person), costs and expenses imposed upon or asserted against the Issuer on account of: (a) the maintenance, operation and use of the ProjectProject Facilities; (b) any breach or default on the part of the Company in the performance of any covenant or agreement of the Company under this Agreement Agreement, the Note or the Note Continuing Disclosure Undertaking (as defined in the Indenture) or arising from any act or failure to act by the Company under such documents; (c) the refunding of the Refunded Bonds, the issuance of the Prior Bonds, and the provision of any information furnished by the Company in connection therewith concerning the Project Facilities or the Company (including, without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer under Section 3.2 2.2 or for inclusion in, or as a basis for preparation of, the information statements filed by the Issuer pursuant to the Code) or the subsequent remarketing or determination of the interest rate or rates on the Bonds); (d) any audit of the tax status of the interest on the Bonds; and (e) any claim or claim, action or proceeding with respect to the matters set forth in (a), (b), (c) and (dc) above brought thereon, except to the extent that any liability, claim, cost or loss was due to the Issuer’s 's willful misconduct. The Company agrees to indemnify the Trustee and any predecessor Trustee and to hold the Trustee and any predecessor Trustee harmless against, any and all loss, claim, damage, fine, penalty, liability or expense incurred by itthem, including out-of-pocket and incidental expenses and reasonable legal fees and expenses (“"Losses”), ") arising out of or in connection with the acceptance or administration of the Indenture or the trusts thereunder or the performance of its their duties thereunder or under this Agreement, including the costs and expenses of defending itself themselves against or investigating any claim (whether asserted by the Issuer, the Company, a Bondholder, Bondholder or any other person) of liability in the premises, except to the extent that any such loss, liability or expense was due to its the Trustee's or such predecessor Trustee's, as the case may be, own negligence or bad faith. In addition to and not in limitation of the preceding sentence, the Company agrees to indemnify the Trustee and any predecessor Trustee and its their agents, officers, directors and employees for any Losses that may be imposed on, incurred by or asserted against it them for following any instructions or directions upon which the Trustee or such predecessor Trustee is authorized to rely pursuant to the Indenture. In case any action or proceeding is brought against the Issuer Issuer, the Trustee or the any predecessor Trustee, in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly give notice of that action or proceeding to the Company, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure to give that notice shall not relieve the Company from any of its obligations under this section except to the extent, and only to the extent, that such failure prejudices the defense of the claim, demand, action or proceeding by the Company. At its own expense, an indemnified party may employ separate counsel and participate in the defense; provided, provided however, where it is ethically inappropriate for one firm to represent the interests of the Issuer and any other indemnified party or parties, the Company shall pay the Issuer’s 's, the Trustee's or the predecessor Trustee’s 's legal expenses, respectively, in connection with the Issuer’s 's, the Trustee's or the predecessor Trustee’s 's retention of separate counsel. The Company shall not be liable for any settlement made without its consent. The indemnification set forth above is intended to and shall include the indemnification of all affected officials, directors, officers officers, agents and employees employees, past, present and future, of the Issuer Issuer, the Trustee and any predecessor Trustee; and, to the extent relating to the Trustee or any predecessor Trustee, shall be for the benefit of the Trustee or such predecessor Trustee in each of its respective capacities under the Indenture. That indemnification is intended to and shall be enforceable by the Issuer Issuer, the Trustee and the any predecessor Trustee, respectively, to the full extent permitted by law.