Common use of Release and Indemnification Covenants Clause in Contracts

Release and Indemnification Covenants. (a) The Company agrees to and does hereby 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 Trustee and any member, principal, officer, director, official, agent, employee, and attorney thereof or of the Authority, the Trustee or the State (collectively, the “Indemnified Parties”) against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties to the extent caused by, relating to, arising out of, resulting from, or in any way connected with (i) the condition, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Prior Project or any part thereof including the payment of the Rebate Amount to the federal government; (ii) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission by the Company of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority without gross negligence or willful misconduct of its duties under the Indenture or this Agreement. In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all reasonable costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the 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.

Release and Indemnification Covenants. (a) The Company agrees to To the extent permitted by law and does hereby indemnify without waiving any rights of sovereign immunity, the Lessee shall indemnify, protect and hold harmless the AuthorityLessor and their officers, agents, and employees and any person who “controls” controls the Authority (within the meaning of Section 15 of the Securities Act of 1933, as amended), the Trustee Lessor harmless from and any member, principal, officer, director, official, agent, employee, and attorney thereof or of the Authority, the Trustee or the State (collectively, the “Indemnified Parties”) against any and all liability, losses, claimsclaims and damages whatsoever, damages or liabilities (including all costsand expenses in connection therewith, expenses and reasonable including, without limitation, counsel fees incurred in investigating and expenses arising out of or defending such claim) suffered by any as the result of the Indemnified Parties to entering into this Lease, the extent caused by, relating to, arising out of, resulting from, or in any way connected with (i) the conditionownership, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, financing operation or sale condition of the Prior Project Site or any part thereof, or any accident in connection with the operation, use or condition of the Project Site or any part thereof resulting in damage to property or injury to or death of any person. To the extent permitted by law and without waiving any rights of sovereign immunity, the Lessee shall indemnify and save the Lessor and their officers, agents and employees and any person who controls the Lessor harmless against any loss, liability or expense, including reasonable attorneys’ fees, resulting from all claims by or on behalf of any person, firm or corporation arising from the conduct or management of, or from any work or thing done on, the Project Site, and against and from all claims arising after the date of this Lease, from (a) any condition of the Project Site caused by the Lessee, (b) any breach or default on the part of the Lessee in the performance of any of its obligations under this Lease, the Base Lease or the Indenture (including without limitation its obligations related to environmental matters), (c) any contract entered by the Lessee in connection with the Project, (d) any act of negligence of the Lessee or of any of its agents, contractors, servants, employees or licensees, and (e) any act of negligence of any assignee or sublessee of the Lessee, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the Lessee. To the extent permitted by law and without waiving any rights of sovereign immunity, the Lessee shall indemnify and save the Lessor and their officers, agents and employees and any person who controls the Lessor harmless from and against all costs and expenses (except those which have arisen from the willful misconduct or negligence of the Lessor) incurred in or in connection with any action or proceeding brought thereon, and upon notice from the Lessor, the Lessee shall defend them or either of them in any such action or proceeding. The indemnifications arising under this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under this Lease or the termination of the Lease Term for any reason. The Lessee agrees not to withhold or xxxxx any portion of the payments required pursuant to this Lease by reason of any defects, malfunctions, breakdowns of infirmities of the Project Site or the Project or any part thereof including the payment of the Rebate Amount to the federal government; (ii) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission by the Company of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority without gross negligence or willful misconduct of its duties under the Indenture or this Agreement. In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all reasonable costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the 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.

Release and Indemnification Covenants. (a) The Company To the extent permitted by law, the Lessee will and hereby agrees to and does hereby indemnify and hold save the Lessor and the Trustee (each, an "Indemnitee") harmless the Authorityagainst and from any or all claims, by or on behalf of any person who “controls” the Authority (within the meaning of Section 15 person, firm, corporation or other legal entity, and all liabilities, obligations, losses and damages whatsoever, regardless of the Securities Act of 1933cause thereof and the expenses, as amendedpenalties and fees in connection therewith (including counsel fees and expenses), the Trustee and any member, principal, officer, director, official, agent, employee, and attorney thereof arising from or as a result of the Authorityoperation, the Trustee or the State (collectively, the “Indemnified Parties”) against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties to the extent caused by, relating to, arising out of, resulting from, or in any way connected with (i) the condition, useordering, ownership, possession, conduct, management, planning, design, acquisition, construction, installationuse, financing condition, delivery, rejection, storage, return or sale management of the Prior Project during the Lease Term, or the entering into of the Lease or any part thereof including the payment other document or instrument relating thereto (collectively, "Indemnified Claims"), including, but not limited to: (i) any condition of the Rebate Amount to the federal governmentProject; (ii) any untrue statement act of a material fact contained in information provided negligence of the Lessee or of any of the agents, contractors or employees or any violation of law by the Company with respect to Lessee or breach of any covenant or warranty by the transactions contemplated herebyLessee hereunder; (iii) any omission by the Company of a material fact necessary accident in connection therewith resulting in damage to be stated therein in order property or injury or death to make such statement not misleading or incompleteany person; or and (iv) the acceptance incurring of any cost or administration expense in connection with the acquisition of the Project in excess of the moneys available therefor in the Participant Disbursement Account. To the extent permitted by law, the Authority without gross negligence Lessee will indemnify and save each Indemnitee harmless from any such Indemnified Claim, or willful misconduct of its duties under the Indenture or this Agreement. In case in connection with any action shall be or proceeding brought against one thereon and, upon notice from such Indemnitee, will defend or more pay the cost of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Companydefending such Indemnitee, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all reasonable costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counselor proceeding. The Company shall not be liable indemnification arising under this Section will continue in full force and effect notwithstanding the full payment of all obligations under this Lease or the termination of this Lease for any settlement of any such action effected without the 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 judgmentreason.

Release and Indemnification Covenants. (a) The Company To the extent permitted by law, the Lessee shall and hereby agrees to and does hereby indemnify and hold harmless save the Authority, any person who “controls” the Authority (within the meaning of Section 15 of the Securities Act of 1933, as amended), Lessor and the Trustee and any member(each, principal, officer, director, official, agent, employee, and attorney thereof or of the Authority, the Trustee or the State (collectively, the an “Indemnified PartiesIndemnitee”) harmless against and from any and all claims, by or on behalf of any person, firm,‌ corporation, or other legal entity, and all liabilities, obligations, losses, claimsand damages whatsoever, damages or liabilities (including regardless of the cause thereof, and all costsexpenses, expenses penalties, and reasonable counsel fees incurred in investigating connection therewith (including counsel fees and expenses), arising from or defending such claim) suffered by any as a result of the Indemnified Parties to the extent caused byoperation, relating to, arising out of, resulting from, or in any way connected with (i) the condition, useordering, ownership, possession, conduct, management, planning, design, acquisition, construction, installationuse, financing condition, delivery, rejection, storage, return, or sale management of the Prior Project during the Lease Term or the entering into of the Lease or any part thereof including the payment other document or instrument relating thereto (each, an “Indemnified Claim”), including, but not limited to: (a) any condition of the Rebate Amount to the federal governmentProject; (iib) any untrue statement act of a material fact contained in information provided negligence of the Lessee or of any of its agents, contractors, or employees or any violation of law by the Company with respect to Lessee or breach of any covenant or warranty by the transactions contemplated herebyLessee hereunder; (iiic) any omission by the Company of a material fact necessary accident in connection therewith resulting in damage to be stated therein in order property or injury or death to make such statement not misleading or incompleteany person; or and (ivd) the acceptance incurring of any cost or administration expense in connection with the acquisition of the Project in excess of the moneys available therefor in the Lessee’s Participant Disbursement Account. To the extent permitted by law, the Authority without gross negligence Lessee will indemnify and save each Indemnitee harmless from any such Indemnified Claim, or willful misconduct of its duties under the Indenture or this Agreement. In case in connection with any action shall be or proceeding brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writingthereon, and except where upon notice from such Indemnitee, will defend or pay the Company is the claimant the Company shall assume the defense thereof, including the employment cost of counsel reasonably satisfactory to the Indemnified Party, the payment of all reasonable costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense defending such Indemnitee in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counselor proceeding. The Company shall not be liable indemnification arising under this Section will continue in full force and effect notwithstanding the full payment of all obligations under this Lease or the termination of this Lease for any settlement of any such action effected without the 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 judgmentreason.

Release and Indemnification Covenants. (a) The Company Corporation hereby agrees to indemnify and does hereby save the Tender Agent, the Remarketing Agent, the Trustee, the Credit Banks and their respective directors, officers, agents and employees harmless from and against all claims, losses and damages, including reasonable legal fees and expenses, arising out of any breach or default on the part of the Corporation in the performance of any of its obligations under the Series Reimbursement Agreements, the Bonds or this Indenture. In addition, the Corporation agrees to indemnify and hold the Trustee, the Credit Banks, the Remarketing Agent and the Tender Agent harmless against all liabilities which they may incur in the Authorityexercise and performance of their powers and duties under this Indenture and under any other agreement referred to in this Indenture, and for any person who “controls” the Authority (within the meaning of Section 15 fees and expenses of the Securities Act of 1933, as amended)Trustee, the Trustee and any member, principal, officer, director, official, agent, employee, and attorney thereof or of the AuthorityCredit Banks, the Trustee or Remarketing Agent and the State (collectively, the “Indemnified Parties”) against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties Tender Agent to the extent caused by, relating to, arising out of, resulting from, or in any way connected with (i) funds are not available under this Indenture for the condition, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale payment thereof. Promptly after receipt by an indemnified party under this Section of notice of the Prior Project or commencement of any part action, such indemnified party will, if a claim in respect thereof including is to be made against the payment Corporation under this Section, notify the Corporation in writing of the Rebate Amount commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section; provided, however, that the failure of any indemnified party to give such notice to the federal government; (ii) any untrue statement Corporation shall reduce the liability of a material fact contained in information provided the Corporation under this Agreement to such party by the Company with respect amount of damages directly attributable to the transactions contemplated hereby; (iii) any omission by the Company of a material fact necessary failure to be stated therein in order to make give such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority without gross negligence or willful misconduct of its duties under the Indenture or this Agreementnotice. In case any such action shall be is brought against one or more any indemnified party, and it notifies the Corporation of the Indemnified Parties based upon any of commencement thereof, the above and Corporation will be entitled to participate in respect and, to which indemnity the extent that it may be sought against the Companywish, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall to assume the defense thereof, including with counsel approved by such indemnified party, such approval not to be unreasonably withheld. Any such indemnified party will reasonably cooperate with the employment of counsel reasonably satisfactory Corporation in any investigation relating to the Indemnified Partysuch action, the payment defense of all reasonable costs such action, and expenses and any attempts to settle or compromise any such action. After notice from the right Corporation to negotiate and consent to settlement. Any one or more such indemnified party of its assumption of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the 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 Corporation will not, except as hereinafter provided, be liable to indemnify and hold harmless such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Parties defense thereof other than reasonable costs of investigation. If the Corporation shall not have employed counsel to have charge of the defense of any such action within 30 days of receipt of notice from and against an indemnified party or if any loss such indemnified party or liability by reason parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Corporation (in which case the Corporation shall not have the right to direct the defense of such settlement action on behalf of the indemnified party or judgmentparties), legal and other expenses thereafter reasonably incurred by the indemnified party shall be borne by the Corporation. No indemnification shall be deemed to be made under this Section or elsewhere in this Agreement for negligence or intentional misconduct by the Tender Agent, the Remarketing Agent, the Trustee, the Credit Banks and their respective directors, officers, agents and employees. The obligations of the Corporation under this Section shall survive the payment in full of the Bonds and the discharge of this Indenture.

Release and Indemnification Covenants. (a) The Company To the extent permitted by law, the YMCA shall and hereby agrees to and does hereby indemnify and hold save the Town, the Bank, and the LGC harmless against and from all claims, by or on behalf of any pers on, firm, corpor ation or ot her legal entity arising from the Authority, any person who “controls” the Authority (within the meaning of Section 15 operation or management of the Securities Act Leased Property during the Lease Term, from: (1) any condition of 1933, as amended), the Trustee and Leased Proper ty; (2) any member, principal, officer, director, official, agent, employee, and attorney thereof n egligent or intentional act or omission of the YMCA or of the Authority, the Trustee or the State (collectively, the “Indemnified Parties”) against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of its agents, contractors or employees or any violation of law by the Indemnified Parties to YMCA or breach of any covenant or warranty by the extent caused by, relating to, arising out of, resulting from, or in any way connected with YMCA hereunder; and (i3) the condition, use, ownership, possession, conduct, management, planning, design, incurrence of any cost or expense in connection with the acquisition, construction, installationinstallation and equipping of add itional improvements as provided under Section 8.3. To the extent permitted by law, financing or sale of the Prior Project or YMCA shall indemnify and save the Town and the Bank harmless from any part thereof including the payment of the Rebate Amount to the federal government; such claim arising as aforesaid from (ii1), (2) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission by the Company of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv3) the acceptance above, or administration by the Authority without gross negligence or willful misconduct of its duties under the Indenture or this Agreement. In case in connection with any action or proceeding brought thereon and, on notice from the Town, or the Bank, shall be brought against one defend the Town or more of the Indemnified Parties based upon any of Bank, as the above and in respect to which indemnity case may be sought against the Companybe, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all reasonable costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action or proceeding. Despite any operatin g agreement that the YMCA may enter into with r espect to the Leased Proper ty, insofar as the Town or the Bank are concerned, the YMCA is and to participate in the defense thereof ifremains fully liable for all damages, in the reasonable opinion of the Indemnified Partylosses, a conflict of interest could personal injury or property damages which may result from or arise out of the representation YMCA’s operation of the parties Leased Property and is responsible for compliance with all regulatory requirements imposed by the same counselState and the United States with respect to licensing or permits, insurance bonding for closure and post-closure costs, monitoring and clean-up costs and all other financial and health and safety requirements imposed by all applicable laws and rules. The Company No recour se shall not be liable had for any settlement claim based upon any obligation, covenant or agreement contained in this Lease Agreement, against any past, present or future officer, commissioner, director, member or tr ustee of the YMCA, the Bank or the To wn under any r ule of law or equ ity, statute or constitution or by the enforcement of any assessment or penalty or otherwis e, and all such liability of any such action effected without the Company’s consentofficer, but if settled with the consent commissioner, director, member or trustee as such is hereby expressly waived and releas ed as a condition of the Company, or if there is a final judgment and consideration 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 execution of such settlement or judgmentthis Lease Agreement.

Release and Indemnification Covenants. (a) The Company agrees to protect and does hereby indemnify defend the City, former, present and hold harmless the Authorityfuture council members, any person who “controls” the Authority (within the meaning of Section 15 officers, employees and other agents of the Securities Act of 1933City and each person, as amended)if any, who has the Trustee and any memberpower, principaldirectly or indirectly, officer, director, official, agent, employee, and attorney thereof to direct or cause the direction of the Authoritymanagement or policies, now or hereafter, of the Trustee or City and to protect and defend the State Trustee, its officers, employees and agents (collectively, the “Indemnified Parties” and individually, the “Indemnified Party”) against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties to the extent caused by, relating to, arising out of, resulting from, or in any way connected with (i) the condition, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Prior Project or any part thereof including the payment of the Rebate Amount to the federal government; (ii) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission by the Company of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority without gross negligence or willful misconduct of its duties under the Indenture or this Agreement. In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all reasonable costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the 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 further agrees to indemnify and hold harmless the Indemnified Parties from and against any loss and all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and court costs, including those for post-judgment and appellate proceedings), judgments, claims, demands, suits, actions or other proceedings of whatsoever kind or nature (including, without limitation, those in any manner directly or indirectly arising or resulting from, out of or in connection with any injury to, or death of any person or and damage to property but excluding those arising or resulting from any intentional misrepresentation or any willful and wanton misconduct of the Indemnified Party or Indemnified Parties) in any manner directly or indirectly (in any case, whether or not by the Company, or its successors and assigns, or directly or indirectly through the agents, contractors, employees, licensees or otherwise of the Company, or its successors and assigns) by any person or entity whatsoever except the City or the Trustee, arising or purportedly arising from this Loan Agreement, the Indenture, the Bonds, Parity Indebtedness, the initial and any subsequent offers and sales of the Bonds, the Tax Certificate or the transactions contemplated hereby and thereby, the Project and the ownership or the operation by the Company of the Property, Plant and Equipment the breach or violation of its or any material inaccuracy or material omission in any agreement, covenant, representation or warranty of the Company set forth herein or in any document delivered pursuant hereto, the presence of any Hazardous Material or underground storage tanks on or under the Property, Plant and Equipment or any escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Material from the Property, Plant and Equipment, any Liens against the Property permitted under or imposed by any Environmental Laws, or any violation or actual or asserted liability or obligations of the Company under any Environmental Laws, regardless of whether or not caused by, or within the control of, the Company, any actual or asserted liability or obligations of the aforesaid Persons under any Environmental Law relating to the Property, Plant and Equipment, regardless of whether or not caused by, or within the control of, the Company or any action or failure to act by reason an Indemnified Party or Indemnified Parties with respect to any of such settlement the foregoing. The Company releases the City and all former, present and future council members, servants, officers, employees and other agents of the City, and the Trustee from, agrees that the City and the Trustee and all former, present and future directors, members, servants, officers, employees and other agents of the City and the Trustee shall not be liable for, and agrees to hold the City and all former, present and future directors, members, servants, officers, employees and other agents of the City and the Trustee harmless against, any expense or judgmentdamages incurred because of any lawsuit commenced as a result of action taken by the City, and the Trustee or their former, present and future directors, members, servants, officers, employees or other agents (except for any intentional misrepresentation or willful and wanton misconduct of the aforesaid) with respect to this Loan Agreement, the Indenture, the Bonds, Parity Indebtedness, the Tax Certificate, the Project or the Property, Plant and Equipment and the City and the Trustee shall promptly give written notice to the Company with respect thereto. All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any former, present or future director, member, servant, officer, employee or other agent of the City in his or her individual capacity, and no recourse shall be had for the payment of the principal of, premium, if any, or interest on the Bonds or Parity Indebtedness or for any claim based thereon or hereunder against any former, present or future director, member, servant, officer, employee or other agent of the City or any natural person executing the Bonds. The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this Loan Agreement or the termination of this Loan Agreement for any reason.

Release and Indemnification Covenants. (a) The Company Each Borrower agrees to protect and does hereby indemnify defend the County, the Trustee, the members, servants, officers, employees and hold harmless the Authorityother agents, any person who “controls” the Authority (within the meaning of Section 15 now or hereafter, of the Securities Act of 1933, as amended), County and the Trustee and any member, principal, officer, director, official, agent, employee, and attorney thereof or of the Authority, the Trustee or the State (collectively, the “Indemnified Parties”), and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever (except for any intentional misrepresentation or any willful and wanton misconduct of the aforesaid) against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any person or entity whatsoever except the County or the Trustee, as applicable, arising or purportedly arising from this Agreement, the other Financing Documents, the Indenture, the Bonds or the transactions contemplated thereby (including, but not limited to, any actions or omissions with respect to any reoffering of the Bonds), the Project, the Taxable Series 2022 Project and the ownership or the operation by the Borrower of the Property. Each Borrower releases the Indemnified Parties from, agrees that the Indemnified Parties shall not be liable for, and agrees to hold the extent caused byIndemnified Parties harmless against any expense or damages (including, relating but not limited to, arising out of, resulting from, reasonable attorneys’ fees) incurred because of any lawsuit commenced as a result of action taken by the Indemnified Parties (except for any intentional misrepresentation or in any way connected with (i) the condition, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale willful and wanton misconduct of the Prior aforesaid) with respect to this Agreement, the other Financing Documents, the Indenture, the Bonds, the Project, the Taxable Series 2022 Project or any part thereof including of the Property and the County or the Trustee, as applicable, shall promptly give written notice to the Borrowers with respect thereto. The Indemnified Parties have the right to retain, at the Borrowers’ expense, separate counsel in any lawsuit if the Indemnified Parties reasonably conclude that a potential conflict of interest exists between the Indemnified Parties and any named party. Notwithstanding any provision to the contrary in this Agreement, all covenants, stipulations, promises, agreements and obligations of the County contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the County and not of any member, officer, employee or other agent of the County in his or her individual capacity, and no recourse shall be had for the payment of the Rebate Amount principal of, premium, if any, or interest on the Bonds or for any claim based thereon or hereunder against any member, officer, employee or other agent of the County or any natural person executing the Bonds. The foregoing release, protection, defense, hold harmless and indemnification provisions shall not apply to any claim, proceeding or action instituted by any Borrower against the federal government; County or the Trustee relating to any warranty, representation, covenant or obligation of the County or the Trustee under this Agreement, the other Financing Documents, or the Indenture if it is ultimately determined by a court or government agency (ii) any untrue statement of a material fact contained in information provided by the Company from which an appeal is not available or with respect to which the transactions contemplated hereby; (iiitime for appeal has expired) that the County or the Trustee breached or violated any omission by such warranty, representation, covenant or obligation. The indemnification arising under this Section shall continue in full force and effect notwithstanding the Company of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority without gross negligence or willful misconduct of its duties under the Indenture or this Agreement. In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the full payment of all reasonable costs and expenses and obligations under this Agreement or the right to negotiate and consent to settlement. Any one or more termination of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable this Agreement for any settlement of any such action effected without the 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 judgmentreason.

Release and Indemnification Covenants. (a1) The Company Borrower shall and hereby agrees to and does hereby indemnify indemnify, defend and hold harmless the AuthorityIssuer, the Trustee, and the Bondholder and their respective members, officers, employees, and agents and officials from and against any person who “controls” and all losses, claims, damages, taxes (including interest and penalties), costs and expenses (including reasonable attorneys' fees, whether prior to, during or after trial or in the Authority event of any appeal) and liabilities arising from, in connection with, or as a result of the issuance of the Bonds, the execution and delivery of this Loan Agreement, the Mortgage, the Security Agreement, the Environmental Agreement, the Indenture, and other documents executed in connection with the foregoing, the performance and observance by or on behalf of the Issuer and the Trustee of those things on the part of the Issuer and the Trustee agreed to be performed or observed hereunder and thereunder, or the Acquisition of the Project or the use and operation of the Plant, or the costs of enforcement (within including reasonable attorneys' fees) of any obligations of the meaning Borrower hereunder or under the Bonds, the Mortgage, the Security Agreement or any related documents, including any and all liability or loss, costs or expense, including reasonable attorneys' fees incurred in connection with, or pertaining to the issuance, sale or delivery of Section 15 of the Bonds, and arising under the Securities Act of 1933, as amended), the Securities Exchange Act of 1934, as amended, or any applicable state securities laws; provided, however, that such indemnity for liabilities under securities law shall be subject to the limitation that such indemnity shall not have been determined by a binding legal precedent to be void as contrary to public policy. The Borrower shall indemnify and hold the Issuer and the Trustee and any member, principal, officer, director, official, agent, employeeharmless as aforesaid, and attorney thereof upon notice from the Issuer or of the AuthorityTrustee, the Trustee Borrower shall, at its own expense, defend them or the State (collectively, the “Indemnified Parties”) against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties to the extent caused by, relating to, arising out of, resulting from, or in any way connected with (i) the condition, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Prior Project or any part thereof including the payment of the Rebate Amount to the federal government; (ii) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission by the Company of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority without gross negligence or willful misconduct of its duties under the Indenture or this Agreement. In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all reasonable costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense them in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the 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 judgmentproceeding.

Release and Indemnification Covenants. (a) The Company Borrower shall and hereby agrees to and does hereby indemnify and indemnify, defend, hold harmless and save the AuthorityIssuer, any person who “controls” the Authority (within Trustee, and the meaning of Section 15 members, servants, officers, counsel to the Issuer, employees, advisors and other agents, now or hereafter, of the Securities Act Issuer or the Trustee (each an “indemnified party”) harmless against and from all claims, demands, suits, actions or proceedings, including expenses related thereto, whatsoever by or on behalf of 1933, as amended)any Person arising from or purporting to arise from this Senior Loan Agreement, the Trustee and Indenture, the Series 2020 Bonds, the other Financing Documents, or the transactions contemplated thereby, including without limitation, (1) any member, principal, officer, director, official, agent, employee, and attorney thereof or condition of the AuthorityProject or the Borrower’s operation of the Project, (2) any breach or default on the part of the Borrower in the performance of any of its obligations under this Senior Loan Agreement, including, without limitation, the Trustee or the State (collectively, the “Indemnified Parties”) against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties to the extent caused by, relating to, arising out of, resulting from, or in any way connected with (i) the condition, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Prior Project or any part thereof including the Borrower’s payment of the Rebate Amount to the federal government; (ii) any untrue statement of a material fact contained in information provided by the Company obligations with respect to the Taxable Series 2020B Loan as set forth in Section 4.01 hereof, (3) any act or negligence of the Borrower or of any of its agents, contractors, servants, employees or licensees, (4) any act or negligence of any assignee or lessee of the Borrower, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the Borrower, or (5) the Issuer’s authorization, approval or execution of the Series 2020 Bonds, the Financing Documents or any other documents, opinions, certificates or agreements executed in connection with the transactions contemplated hereby; (iii) any omission by this Senior Loan Agreement, the Company of a material fact necessary Indenture, the Series 2020 Bonds or the transactions contemplated thereby. The Borrower shall indemnify and save the Issuer, the Trustee, and the members, servants, officers, counsel to be stated therein in order to make such statement not misleading the Issuer, employees, advisors and other agents, now or incomplete; or (iv) the acceptance or administration by the Authority without gross negligence or willful misconduct of its duties under the Indenture or this Agreement. In case any action shall be brought against one or more hereafter, of the Indemnified Parties based upon Issuer or the Trustee harmless from any of the above and in respect to which indemnity may be sought against the Companysuch claim, such Indemnified Party shall promptly notify the Company in writingdemand, and except where the Company is the claimant the Company shall assume the defense thereofsuit, action, including related expenses, or other proceeding whatsoever arising as aforesaid and upon notice from the employment of counsel reasonably satisfactory to Issuer or the Indemnified PartyTrustee, the payment of all reasonable costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties Borrower shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense defend such parties, as applicable, in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the 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 judgmentproceeding.

Release and Indemnification Covenants. (a) The Company agrees to and does hereby indemnify and hold harmless the AuthorityIssuer, any person who “controls” the Authority Issuer (within the meaning of Section 15 of the Securities Act of 1933, as amended), the Trustee and any member, principal, officer, director, official, agent, employee, and attorney thereof or of the AuthorityIssuer, the Trustee or the State (collectively, the “Indemnified Parties”) against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties to the extent caused by, relating to, arising out of, resulting from, or in any way connected with (i) the condition, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Prior Project or any part thereof including the payment of the Rebate Amount to the federal government; (ii) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission by the Company of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority Issuer without gross negligence or willful misconduct of its duties under the Indenture Indenture, this Agreement or this the Tax Regulatory Agreement. In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all reasonable costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the 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.

Release and Indemnification Covenants. (a) The Company Borrower shall and hereby agrees to and does hereby indemnify and hold harmless save the AuthorityIssuer, any person who “controls” the Authority (within Trustee, and the meaning of Section 15 members, servants, officers, employees and other agents, now or hereafter, of the Securities Act Issuer or the Trustee harmless against and from all claims, demands, suits, actions or proceedings whatsoever by or on behalf of 1933any Person arising from or purporting to arise from this Issuer Loan Agreement, the Indenture, the Series 2020 Bonds or the transactions contemplated hereby and thereby, the design, construction, conduct or management of, or from any work or thing done on, the Project during the term of this Issuer Loan Agreement, in each case by the Borrower or on its behalf, including without limitation, (1) any condition of the Project, (2) any breach or default on the part of the Borrower in the performance of any of its obligations under this Issuer Loan Agreement, (3) any act or negligence of the Borrower or of any of its agents, contractors, servants, employees or licensees or (4) any act or negligence of any assignee or lessee of the Borrower, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the Borrower. The Borrower shall indemnify and save the Issuer, the Trustee, and the members, servants, officers, employees and other agents, now or hereafter, of the Issuer or the Trustee harmless from any such claim, demand, suit, action or other proceeding whatsoever arising as aforesaid and upon notice from the Issuer or the Trustee, the Borrower shall defend such parties, as amended)applicable, in any such action or proceeding. The Issuer and the Trustee and any membereach separately agree that, principal, officer, director, official, agent, employee, and attorney thereof or upon the receipt of notice of the Authority, commencement of any action against the Issuer or the Trustee or the State (collectivelytheir respective members, the “Indemnified Parties”) against any servants, officers, employees and all lossesother agents, claimsnow or hereafter, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties to the extent caused by, relating to, arising out of, resulting fromas applicable, or in any way connected with (i) the conditionPerson controlling it as aforesaid, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Prior Project or any part thereof including the payment of the Rebate Amount to the federal government; (ii) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission by the Company of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority without gross negligence or willful misconduct of its duties under the Indenture or this Agreement. In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to of which indemnity may be sought against on account of any indemnity agreement contained herein, the CompanyIssuer or the Trustee, such Indemnified Party shall as applicable, will promptly give written notice of the commencement thereof to the Borrower, but the failure so to notify the Company Borrower of any such action shall not relieve the Borrower from any liability hereunder to the extent it is not materially prejudiced as a result of such failure to notify and in writingany event shall not relieve it from any liability which it may have to the indemnified party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, and except where the Company is Borrower shall be entitled to participate at its own expense in the claimant the Company shall defense or, if it so elects, to assume the defense thereofof such action, including in which event such defense shall be conducted by counsel chosen by the employment of counsel reasonably Borrower and satisfactory to the Indemnified Partyindemnified party or parties who shall be defendant or defendants in such action, and such defendant or defendants shall bear the fees and expenses of any additional counsel retained by them; but if the Borrower shall elect not to assume the defense of such action, the payment of all Borrower will reimburse such indemnified party or parties for the reasonable costs fees and expenses of any counsel retained by them; provided, however, if the defendants in any such action (including impleaded parties) include both the indemnified party and the right Borrower and counsel for the Borrower or counsel to negotiate the indemnified party shall have reasonably concluded that there may be a conflict of interest involved in the representation by a single counsel of both the Borrower and consent to settlement. Any one the indemnified parties, the indemnified party or more of the Indemnified Parties parties shall have the right to employ select separate counsel (reasonably counsel, at the Borrower’s expense and satisfactory to the Company) at the Company’s expense in any such action and Borrower, to participate in the defense thereof ifof such action on behalf of such indemnified party or parties (it being understood, in however, that the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company Borrower shall not be liable for any settlement the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties who are parties to such action). The Borrower, the Trustee and the Issuer agree that without the other applicable party’s prior written consent, which consent shall not be unreasonably withheld, it will not settle, compromise or consent to the entry of any judgment in any claim in respect of which indemnification may be sought under the indemnification provision of this Issuer Loan Agreement, unless such action effected without settlement, compromise or consent (1) includes an unconditional release of such other applicable party from all liability arising out of such claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such other applicable party. Notwithstanding anything to the 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 actioncontrary contained herein, the Company agrees Borrower shall have no liability to indemnify and hold harmless the Indemnified Parties Issuer or the Trustee against claims or damages resulting from and against any loss such parties’ own gross negligence or liability by reason of such settlement or judgment.willful misconduct. EVENTS OF DEFAULTS AND REMEDIES

Release and Indemnification Covenants. The Company releases the Issuer (aincluding any person at any time serving as a member, officer or employee of the Issuer) and the Trustee from, agrees that the Issuer (including any person at any time serving as a member, officer or employee of the Issuer) and the Trustee shall not be liable for, and agrees to indemnify and hold the Issuer (including any person at any time serving as a member, officer or employee of the Issuer) and the Trustee harmless from, (i) any liability for any loss or damage to property or any injury to, or death of, any person that may be occasioned by any cause whatsoever pertaining to the Project, other than such loss or damage caused by the gross negligence or intentional misconduct of the Issuer, or any person at any time serving as a member, officer or employee of the Issuer, or (ii) any liabilities, losses or damages, or claims therefor, arising out of the failure, or claimed failure, of the Company to comply with its covenants contained in this Agreement or arising from any act or failure to act by the Company, or any of its agents, contractors, servants, employees or licensees, or arising from any accident, injury or damage whatsoever caused to any person, firm, corporation or other entity occurring in or about the Project, including, in each such case, reasonable attorneys’ fees to the extent permitted by law. The Company agrees to and does hereby indemnify and hold harmless the Authority, Issuer (including any person who “controls” the Authority (within the meaning of Section 15 of the Securities Act of 1933, at any time serving as amended), the Trustee and any a member, principal, officer, directordirector or employee of the Issuer) and the Trustee harmless to the fullest extent permitted by law from any losses, officialcosts, agentcharges, employeeexpenses (including reasonable attorneys’ fees to the extent permitted by law), judgments and liabilities incurred by it or them, as the case may be, in connection with any action, suit or proceeding instituted or threatened in connection with the transaction contemplated by this Agreement, the Guaranty or the Limited Liability Company Pledge Agreement dated as of November 1, 2006 from the Corporation to the Trustee, including, without limitation, the authorization, issuance and sale of the Bonds, and attorney thereof or the provision of any information furnished in connection therewith concerning the Authority, the Trustee Project or the State Company (collectivelyincluding, without limitation, any information furnished by the “Indemnified Parties”Company for inclusion in any certifications made by the Issuer under Section 3.7 hereof) against any and all other than such losses, costs, claims, damages or liabilities expenses (including all costs, expenses and reasonable counsel attorneys’ fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties to the extent permitted by law), judgments and liabilities caused by, relating to, arising out of, resulting from, or in any way connected with (i) the condition, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Prior Project or any part thereof including the payment of the Rebate Amount to the federal government; (ii) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission by the Company of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority without gross negligence or willful intentional misconduct of its duties under the Indenture Issuer or this Agreement. In case any action shall be brought against one person at any time serving as a member, officer, director or more employee of the Indemnified Parties based upon Issuer. If any of such claim is asserted, the above and in respect Issuer, any individual indemnified herein or the Trustee, as the case may be, will give prompt notice to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall will assume the defense thereof, including with full power to litigate, compromise or settle the employment same in its sole discretion; provided that failure of such indemnified party to give such notice shall not relieve the Company from any of its obligations under this Section unless such failure materially prejudices the defense of such action or proceeding by the Company. If conflicting defenses among the indemnified parties or between any indemnified party and the Company require that separate counsel reasonably satisfactory to the Indemnified Partybe employed, the payment Company shall agree to pay the reasonable cost of all reasonable costs and expenses and the right to negotiate and consent to settlementsuch separate counsel. Any one or more of the Indemnified Parties shall have the right to employ Otherwise, an indemnified party who employs separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action and to participate participates in the defense thereof if, in of such action or proceeding shall do so at its own expense. It is understood that the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the Company’s its consent, but if settled with the consent . The obligation of the Company, or if there is a final judgment for parties under this Section shall survive 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 termination of such settlement or judgmentthis Agreement.

Release and Indemnification Covenants. The Lessee releases the Issuer (aand each board member, director, officer, employee, attorney, consultant and agent thereof) The Company agrees to and does hereby the Trustee from, and shall indemnify and hold harmless the Authority, any person who “controls” the Authority Issuer (within the meaning of Section 15 of the Securities Act of 1933, as amended), the Trustee and any member, principaleach director, officer, director, official, agent, employee, attorney, consultant and attorney thereof or of the Authority, agent thereof) and the Trustee or the State (collectivelyharmless against, the “Indemnified Parties”) against any and all lossesclaims and liabilities of any character or nature whatsoever, claimsregardless of by whom asserted or imposed, damages and losses of every conceivable kind, character and nature whatsoever claimed by or liabilities (including all costson behalf of any person, expenses and reasonable counsel fees incurred in investigating firm, corporation or defending such claim) suffered by any of the Indemnified Parties to the extent caused by, relating togovernmental authority, arising out of, resulting from, or in any way connected with the Project, and in the case of the Trustee, the Indenture, including, without limiting the generality of the foregoing, (i) liability for loss or damage to property or any injury to or death of any and all persons that may be occasioned by any cause whatsoever pertaining to the conditionProject, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale and in the case of the Prior Project Trustee, the Indenture, or any part arising by reason of or in connection with the occupation or the use thereof including or the payment presence on, in or about the premises of the Rebate Amount to the federal governmentProject; and (ii) any untrue statement of a material fact contained in information provided liability arising from or expense incurred by the Company with respect to Issuer’s acquisition, owning, leasing or financing of the transactions contemplated herebyProject, and in the case of the Trustee, the Indenture, including without limiting the generality of the foregoing all causes of action and attorneys’ fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing; and (iii) costs and expenses of the Issuer or the Trustee or the individual board members thereof incurred as a result of carrying out its obligations under this Lease, the Bond Resolution and the Indenture; provided however, that the Lessee shall not be obligated to indemnify any omission director, officer, employee, attorney, consultant or agent of the Issuer or the Trustee against any claim, liability or loss in any way connected with the Project, and in the case of the Trustee, the Indenture, if such claim, liability or loss arises out of or results from other than official action taken in the name and behalf of the Issuer or the Trustee, as the case may be, by the Company of a material fact necessary to be stated therein in order to make such statement not misleading director, officer, employee, attorney, consultant or incomplete; or (iv) the acceptance or administration by the Authority without agent which shall constitute gross negligence or willful misconduct on its part. The provision of its duties under the Indenture or this Agreement. In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory Section 9.1 as they related to the Indemnified Party, the payment of all reasonable costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company Trustee shall not be liable for amended or compromised in any settlement of any such action effected without the Company’s consent, but if settled way except with the express written consent of the CompanyTrustee, or if there is a final judgment and shall exist for the claimant on any such actionsole benefit of the Trustee, which, so long as the Company agrees to indemnify and hold harmless Bonds remain outstanding, shall be a third party beneficiary of this Lease. This Section 9.1 shall survive the Indemnified Parties from and against any loss expiration or liability by reason termination of such settlement this Lease or judgmentthe Indenture.

Release and Indemnification Covenants. (a) The Company agrees to and does hereby shall indemnify and hold harmless the Authority, Issuer (including any person who “controls” the Authority (within the meaning of Section 15 of the Securities Act of 1933, as amended), the Trustee and any member, principal, officer, director, official, agent, employeeofficer, director or employee thereof and attorney thereof or of counsel to the Authority, the Trustee or the State (collectively, the “Indemnified Parties”Issuer) harmless against any and all lossesclaims asserted by or on behalf of any person, claimsfirm, damages corporation, private or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties to the extent caused by, relating topublic, arising out of, or resulting from, or in any way connected with (i) the condition, use, ownership, possession, conduct, management, planning, design, acquisition, constructionfinancing, installation, financing operation, use or sale maintenance of the Prior Project or any part thereof including the payment of the Rebate Amount to the federal government; Project, (ii) any untrue statement act, including negligent acts, failure to act or misrepresentation by any person, firm, corporation or governmental authority, including the Issuer, in connection with the issuance, sale or delivery of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; Bonds, (iii) any omission act, failure to act or misrepresentation by the Company Issuer in connection with, or in the performance of a material fact necessary any obligation related to be stated therein in order to make such statement not misleading the issuance, sale and delivery of the Bonds or incomplete; or (iv) the acceptance or administration by the Authority without gross negligence or willful misconduct of its duties under the Indenture or this Agreement, the Letter of Instructions or the Indenture, including all liabilities, costs and expenses, including reasonable attorneys' fees, incurred in any action or proceeding brought by reason of any such claim. In case the event that any action or proceeding is brought against the Issuer by reason of any such claim, such action or proceeding shall be brought defended against one or more of by counsel as the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party Issuer shall promptly notify the Company in writingdetermine, and except where the Company is the claimant the Company shall assume indemnify the defense thereof, including the employment Issuer for costs of counsel reasonably satisfactory to the Indemnified Party, the payment of all reasonable costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company upon notice from the Issuer shall not be liable for any settlement of any resist and defend such an action effected without the Company’s consent, but if settled with the consent or proceeding on behalf of the Company, or if there is a final judgment for Issuer. The Company shall also indemnify the claimant on any such action, the Company agrees to indemnify and hold harmless the Indemnified Parties Issuer from and against all costs and expenses, including reasonable attorneys, fees, lawfully incurred in enforcing any loss obligation of the Company under this Agreement. Notwithstanding the foregoing, nothing contained in this subsection shall be construed to indemnify or release the Issuer from any liability which it would otherwise have had arising from the intentional misrepresentation or willful misconduct on the part of the Issuer, or any official, officers, employees, agents or representatives of the Issuer acting in their capacities other than as contemplated by reason of such settlement or judgmentthis Agreement.

Release and Indemnification Covenants. (a) The Company To the extent permitted by law, the Lessee will and hereby agrees to and does hereby indemnify and hold save the Lessor and the Trustee (each, an “Indemnitee”) harmless the Authorityagainst and from any or all claims, by or on behalf of any person who “controls” the Authority (within the meaning of Section 15 person, firm, corporation or other legal entity, and all liabilities, obligations, losses and damages whatsoever, regardless of the Securities Act of 1933cause thereof and the expenses, as amendedpenalties and fees in connection therewith (including counsel fees and expenses), the Trustee and any member, principal, officer, director, official, agent, employee, and attorney thereof arising from or as a result of the Authorityoperation, the Trustee or the State (collectively, the “Indemnified Parties”) against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties to the extent caused by, relating to, arising out of, resulting from, or in any way connected with (i) the condition, useordering, ownership, possession, conduct, management, planning, design, acquisition, construction, installationuse, financing condition, delivery, rejection, storage, return or sale management of the Prior Project during the Lease Term, or the entering into of the Lease or any part thereof including the payment other document or instrument relating thereto (collectively, “Indemnified Claims”), including, but not limited to: (i) any condition of the Rebate Amount to the federal governmentProject; (ii) any untrue statement act of a material fact contained in information provided negligence of the Lessee or of any of the agents, contractors or employees or any violation of law by the Company with respect to Lessee or breach of any covenant or warranty by the transactions contemplated herebyLessee hereunder; (iii) any omission by the Company of a material fact necessary accident in connection therewith resulting in damage to be stated therein in order property or injury or death to make such statement not misleading or incompleteany person; or and (iv) the acceptance incurring of any cost or administration expense in connection with the acquisition of the Project in excess of the moneys available therefor in the Participant Disbursement Account. To the extent permitted by law, the Authority without gross negligence Lessee will indemnify and save each Indemnitee harmless from any such Indemnified Claim, or willful misconduct of its duties under the Indenture or this Agreement. In case in connection with any action shall be or proceeding brought against one thereon and, upon notice from such Indemnitee, will defend or more pay the cost of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Companydefending such Indemnitee, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all reasonable costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action or proceeding.‌ The indemnification arising under this Section will continue in full force and to participate in effect notwithstanding the defense thereof if, in full payment of all obligations under this Lease or the reasonable opinion termination of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable this Lease for any settlement of any such action effected without the 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 judgmentreason.

Release and Indemnification Covenants. (a) The Company Each Borrower agrees to protect and does hereby indemnify defend the County, the Trustee, the members, servants, officers, employees and hold harmless the Authorityother agents, any person who “controls” the Authority (within the meaning of Section 15 now or hereafter, of the Securities Act of 1933, as amended), County and the Trustee and any member, principal, officer, director, official, agent, employee, and attorney thereof or of the Authority, the Trustee or the State (collectively, the “Indemnified Parties”), and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever (except for any intentional misrepresentation or any willful and wanton misconduct of the aforesaid) against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any person or entity whatsoever except the County or the Trustee, as applicable, arising or purportedly arising from this Agreement, the other Financing Documents, the Indenture, the Bonds or the transactions contemplated thereby (including, but not limited to, any actions or omissions with respect to any reoffering of the Bonds), the Project, the Taxable Series 2022 Project, the Taxable Series 2022B Project and the ownership or the operation by the Borrower of the Property. Each Borrower releases the Indemnified Parties from, agrees that the Indemnified Parties shall not be liable for, and agrees to hold the extent caused byIndemnified Parties harmless against any expense or damages (including, relating but not limited to, arising out of, resulting from, reasonable attorneys’ fees) incurred because of any lawsuit commenced as a result of action taken by the Indemnified Parties (except for any intentional misrepresentation or in any way connected with (i) the condition, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale willful and wanton misconduct of the Prior aforesaid) with respect to this Agreement, the other Financing Documents, the Indenture, the Bonds, the Project, the Taxable Series 2022 Project, the Taxable Series 2022B Project or any part thereof including of the Property and the County or the Trustee, as applicable, shall promptly give written notice to the Borrowers with respect thereto. The Indemnified Parties have the right to retain, at the Borrowers’ expense, separate counsel in any lawsuit if the Indemnified Parties reasonably conclude that a potential conflict of interest exists between the Indemnified Parties and any named party. Notwithstanding any provision to the contrary in this Agreement, all covenants, stipulations, promises, agreements and obligations of the County contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the County and not of any member, officer, employee or other agent of the County in his or her individual capacity, and no recourse shall be had for the payment of the Rebate Amount principal of, premium, if any, or interest on the Bonds or for any claim based thereon or hereunder against any member, officer, employee or other agent of the County or any natural person executing the Bonds. The foregoing release, protection, defense, hold harmless and indemnification provisions shall not apply to any claim, proceeding or action instituted by any Borrower against the federal government; County or the Trustee relating to any warranty, representation, covenant or obligation of the County or the Trustee under this Agreement, the other Financing Documents, or the Indenture if it is ultimately determined by a court or government agency (ii) any untrue statement of a material fact contained in information provided by the Company from which an appeal is not available or with respect to which the transactions contemplated hereby; (iiitime for appeal has expired) that the County or the Trustee breached or violated any omission by such warranty, representation, covenant or obligation. The indemnification arising under this Section shall continue in full force and effect notwithstanding the Company of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority without gross negligence or willful misconduct of its duties under the Indenture or this Agreement. In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the full payment of all reasonable costs and expenses and obligations under this Agreement or the right to negotiate and consent to settlement. Any one or more termination of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable this Agreement for any settlement of any such action effected without the 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 judgmentreason.

Release and Indemnification Covenants. (a) The Company agrees to and does hereby 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 Trustee and any member, principal, officer, director, official, agent, employee, and attorney thereof or of the Authority, the Trustee or the State (collectively, the “Indemnified Parties”) against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties to the extent caused by, relating to, arising out of, resulting from, or in any way connected with (i) the condition, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Prior Project or any part thereof including the payment of the Rebate Amount to the federal government; (ii) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission by the Company of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority without gross negligence or willful misconduct of its duties under the Indenture or this Agreement. In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all reasonable costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the 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.

Release and Indemnification Covenants. (a) The Company agrees to and does hereby 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), Lessee releases the Trustee and any member, principal, officer, director, official, agent, employeethe Issuer, and attorney thereof or of the Authoritytheir officers, employees and agents, from, agrees that the Trustee or and the State Issuer, and their officers, employees and agents, shall not be liable for, and agrees to hold the Trustee and the Issuer, and their officers, employees and agents (collectively, the “Indemnified Parties”) ), harmless against, any loss or damage to property or any injury or death that may be occasioned by any defect in or on the Project, or by any cause whatsoever pertaining to the Project or the use thereof, including, without limiting the generality of the foregoing, performance of its duties under the Indenture, this Agreement or the Bonds, or arising from its holding of title to the Project. Notwithstanding any other provisions of this Agreement to the contrary, the Lessee agrees that the Indemnified Parties shall not be liable for and agrees to release, indemnify and hold the Indemnified Parties harmless against any loss, damage, liability, penalties, attorneys’ fees and costs that the Indemnified Parties may incur in connection with the Project, including, but not limited to, the acquisition, construction and equipping of the Project or the failure of the Project to comply with any federal, state or municipal laws and regulations and including, but not limited to, all potential liability referenced elsewhere in this Section. Notwithstanding the fact that it is the intention of the parties that the Indemnified Parties shall not incur pecuniary liability by reason of the execution of this Agreement or undertakings under this Agreement, by reason of issuance of the Bonds, by reason of the execution of the Indenture, by reason of the performance of any act required of them by this Agreement or the Indenture, by reason of the performance of any act related to this Agreement, the Indenture or the Bonds requested of them by the Lessee, or by reason of the Issuer’s position as the Issuer of the Project under this Agreement and as holder of title to the Project, nevertheless, if any Indemnified Parties incur any such pecuniary liability, then, in such event, the Lessee shall indemnify and hold harmless such Indemnified Parties against all claims by or on behalf of any person arising out of the same and all lossescosts, attorneys’ fees and expenses incurred in connection with any such claim or in connection with any action or proceeding brought thereon, and upon notice, the Lessee shall defend such Indemnified Parties, in any such action or proceeding, provided that if Section 56-7-1 NMSA 1978 shall be applicable to this Agreement any agreement to indemnify, hold harmless, insure or defend another party contained herein shall not extend to liability, claims, damages damages, losses or liabilities (expenses, including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties to the extent caused by, relating toattorney’s fees, arising out of, of bodily injury to persons or damage to property caused by or resulting from, in whole or in any way connected with (i) part, the condition, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, financing negligent act or sale omission of the Prior Project indemnitee, its officers, employees or any part thereof including the payment of the Rebate Amount agents. Nothing in this Section 6.06 shall be deemed to the federal government; (ii) any untrue statement of a material fact contained in information provided by the Company provide indemnification to an Indemnified Party with respect to liabilities arising from the transactions contemplated hereby; (iii) any omission by the Company of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority without fraud, gross negligence or willful misconduct of its duties under such Indemnified Party. Promptly after receipt by an Indemnified Party of notice of the Indenture or this Agreement. In case commencement of any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in proceeding with respect to which indemnity may be indemnification is being sought against the Companyhereunder, such Indemnified Party shall promptly will notify the Company in writingLessee of the commencement of such proceeding. Such notification shall be a necessary condition precedent to indemnification hereunder, and except where but failure to so notify the Company is Lessee will not relieve it from the claimant liability to an Indemnified Party which the Company shall Lessee may have otherwise. As to parties other than the Issuer, if the Lessee so elects, it may assume the defense thereofof such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Partyparty and will pay the fees and disbursements of such counsel. However, notwithstanding the payment of all reasonable costs foregoing, (a) if counsel for such Indemnified Party and expenses counsel for the Lessee agree that (i) having common counsel to represent both and the right Indemnified Party would present a conflict of interest or (ii) defenses are available to negotiate such Indemnified Party which are not available to the Lessee or (b) if the Lessee fails to assume the defense of the action or proceeding in a timely manner, then such Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding and consent the Lessee will pay the reasonable fees and disbursements of such counsel. However, in no event shall the Lessee be liable for more than one counsel (in addition to settlement. Any one or more of any local counsel) separate from its own counsel for the Indemnified Parties shall in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. In any action or proceeding, the defense of which the Lessee assumes, the Indemnified Party will have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense participate in any such action litigation and to participate in the defense thereof if, in the reasonable opinion of the retain its own counsel at such Indemnified Party’s own expense. No Indemnified Party shall settle any complaint, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable claim, action, suit or other proceeding for any settlement of any such action effected which indemnification is being sought hereunder, without the Company’s consent, but if settled with the prior consent of the Company, or if there is a final judgment Lessee. The Indemnified Parties (to the extent not parties to this Agreement) shall be considered to be third-party beneficiaries of this Agreement for purposes of this Section. The obligations of the claimant on Lessee under this Section 6.06 are independent of any such action, other contractual obligation of the Company agrees Lessee to indemnify and hold harmless provide indemnity to the Indemnified Parties named herein, and the obligation of the Lessee to provide indemnity hereunder may not be interpreted, construed or limited in light of any other separate indemnification obligation of the Lessee. Any indemnified party is entitled simultaneously to seek indemnity under this Section 6.06 and any other provision under which it is entitled to indemnity from and against any loss or liability by reason the Lessee; provided, however, such Indemnified Party shall be entitled to only one recovery of such settlement or judgmentindemnity for the same liabilities.

Release and Indemnification Covenants. (a) The Company agrees to protect and does hereby indemnify and hold harmless defend the Authority, any person who “controls” former, present and future council members, officers, employees and other agents of the Authority (within and each person, if any, who has the meaning of Section 15 power, directly or indirectly, to direct or cause the direction of the Securities Act of 1933management or policies, as amended)now or hereafter, the Trustee and any member, principal, officer, director, official, agent, employee, and attorney thereof or of the AuthorityAuthority and to protect and defend the Trustee, the Trustee or the State its officers, employees and agents (collectively, the “Indemnified Parties” and individually, the “Indemnified Party”) against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties to the extent caused by, relating to, arising out of, resulting from, or in any way connected with (i) the condition, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Prior Project or any part thereof including the payment of the Rebate Amount to the federal government; (ii) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission by the Company of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority without gross negligence or willful misconduct of its duties under the Indenture or this Agreement. In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all reasonable costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the 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 further agrees to indemnify and hold harmless the Indemnified Parties from and against any loss and all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and court costs, including those for post-judgment and appellate proceedings), judgments, claims, demands, suits, actions or other proceedings of whatsoever kind or nature (including, without limitation, those in any manner directly or indirectly arising or resulting from, out of or in connection with any injury to, or death of any person or and damage to property but excluding those arising or resulting from any intentional misrepresentation or any willful and wanton misconduct of the Indemnified Party or Indemnified Parties) in any manner directly or indirectly (in any case, whether or not by the Company, or its successors and assigns, or directly or indirectly through the agents, contractors, employees, licensees or otherwise of the Company, or its successors and assigns) by any person or entity whatsoever except the Authority or the Trustee, arising or purportedly arising from this Loan Agreement, the Indenture, the Bonds, Parity Indebtedness, the initial and any subsequent offers and sales of the Bonds, the Tax Certificates or the transactions contemplated hereby and thereby, the Project and the ownership or the operation by the Company of the Property, Plant and Equipment the breach or violation of its or any material inaccuracy or material omission in any agreement, covenant, representation or warranty of the Company set forth herein or in any document delivered pursuant hereto, the presence of any Hazardous Material or underground storage tanks on or under the Property, Plant and Equipment or any escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Material from the Property, Plant and Equipment, any liens against the Property permitted under or imposed by any Environmental Laws, or any violation or actual or asserted liability or obligations of the Company under any Environmental Laws, regardless of whether or not caused by, or within the control of, the Company, any actual or asserted liability or obligations of the aforesaid Persons under any Environmental Law relating to the Property, Plant and Equipment, regardless of whether or not caused by, or within the control of, the Company or any action or failure to act by reason an Indemnified Party or Indemnified Parties with respect to any of such settlement the foregoing. The Company releases the Authority and all former, present and future council members, servants, officers, employees and other agents of the Authority, and the Trustee from, agrees that the Authority and the Trustee and all former, present and future directors, members, servants, officers, employees and other agents of the Authority and the Trustee shall not be liable for, and agrees to hold the Authority and all former, present and future directors, members, servants, officers, employees and other agents of the Authority and the Trustee harmless against, any expense or judgmentdamages incurred because of any lawsuit commenced as a result of action taken by the Authority, and the Trustee or their former, present and future directors, members, servants, officers, employees or other agents (except for any intentional misrepresentation or willful and wanton misconduct of the aforesaid) with respect to this Loan Agreement, the Indenture, the Bonds, Parity Indebtedness, the Tax Certificates, the Project or the Property, Plant and Equipment and the Authority and the Trustee shall promptly give written notice to the Company with respect thereto. All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any former, present or future director, member, servant, officer, employee or other agent of the Authority in his or her individual capacity, and no recourse shall be had for the payment of the principal of, premium, if any, or interest on the Bonds or Parity Indebtedness or for any claim based thereon or hereunder against any former, present or future director, member, servant, officer, employee or other agent of the Authority or any natural person executing the Bonds. The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this Loan Agreement or the termination of this Loan Agreement for any reason.