Common use of Release and Indemnification Clause in Contracts

Release and Indemnification. The Company hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.

Release and Indemnification. The Company hereby Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: (ia) releases The Owner agrees to release and forever discharge the IssuerAuthority, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counselincluding reasonable attorney's fees) or judgment against the Authority arising or resulting from, servants and employees (hereinafteror on account of or pertaining to, for purposes of this Sectionwhether directly or indirectly, the “indemnified parties”) fromAuthority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. (c) If the defense thereofindemnification provided in subsection (b) is, but for any reason, either unavailable to the fees and expenses of such counsel shall not be at the expense Authority or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of such counsel has been specifically authorized Owner hereby agrees to contribute to all amounts paid or payable by the Company. The Company shall not be liable to indemnify any person for any settlement Authority and such other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Company Owner acknowledges that, in making the Carryover Allocation, the Authority relied upon information and representations given by or on behalf of the Owner and has made no independent investigation and does not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to make the Carryover Allocation, the Owner agrees as follows: a) The Owner hereby (i) releases agrees to release and forever discharge the IssuerAuthority, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which any of the Owners has or may hereafter have against the Authority or any such other persons, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's making of the Carryover Allocation. b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members, officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counselincluding reasonable attorney's fees) or judgment against the Authority arising or resulting from, servants and employees (hereinafteror on account of or pertaining to, for purposes of this Sectionwhether directly or indirectly, the “indemnified parties”) fromAuthority's making of the Carryover Allocation. If any such claim is asserted, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. c) If the defense thereofindemnification provided in subsection (b) is, but for any reason, either unavailable to the fees and expenses of such counsel shall not be at the expense Authority or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of such counsel has been specifically authorized Owner hereby agrees to contribute to all amounts paid or payable by the Company. The Company shall not be liable to indemnify any person for any settlement Authority and such other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Company Lessee agrees to use and occupy the Property at its own risk and hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants Lessor and legal counsel, servants Lessor’s agents and employees (hereinafter, from all claims for purposes of this Section, any damage or injury to the “indemnified parties”) from, (ii) full extent permitted by law. Lessee agrees that the indemnified parties Lessor shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Property or any part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Property or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any market loss of or damage to the Property or any part thereof (unless caused by Lessor or Lessor’s agent). Lessee shall indemnify, protect, defend and hold harmless each of the Indemnified Parties from and against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party) caused by, incurred or resulting from Lessee’s operations at the Property or by Lessee’s use and occupancy of the Property, whether relating to its original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other Persons. If Lessor shall fail to perform any covenant, term or condition of this Lease upon Lessor's part to be performed under this Lease and if as a consequence of such default Lessee shall recover a money judgment against Lessor, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Lessor in connection with the investment Property and out of funds made in accordance with rents or other income from such Property receivable by Lessor, or out of the Indenture, or, absent failure on consideration received by Lessor from the sale or other disposition of all or any part of Lessor's right, title and interest in the Trustee to follow clear Property, and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under neither Lessor nor any of the provisions of this Agreement or the Indenture, except as otherwise specifically its Indemnified Parties shall be liable for any deficiency. It is expressly understood and agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, andthat, subject to the provisions hereinafter stated, limitation set forth in Section 8.05 Lessee’s obligations under this Section shall survive the Company shall assume the defense expiration or earlier termination of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person this Lease for any settlement of any such action effect without its consentreason whatsoever.

Release and Indemnification. The Company Owner acknowledges that, in making the Carryover Allocation, NIFA has relied upon information and representations given by or on behalf of the Owner and that NIFA has made no independent investigation and does not have independent knowledge of the basis for such information and representations. Accordingly, to induce NIFA to make the Carryover Allocation, the Owner agrees as follows: (a) The Owner hereby (i) releases the Issueragrees to release and forever discharge NIFA, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which the Owner has or may hereafter have against NIFA or any such other persons, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, NIFA’s making of the Carryover Allocation. (b) The Owner hereby agrees to indemnify, save harmless and defend NIFA, and its members, officers, agents, employees, successors and assigns, from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”including reasonable attorneys’ fees) or judgment against NIFA arising or resulting from, (ii) agrees that or on account of or pertaining to, whether directly or indirectly, NIFA’s making of the indemnified parties shall not be liable forCarryover Allocation. If any such claim is asserted, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. (c) If the defense thereofindemnification provided in subsection (b) is, but the fees and expenses of such counsel shall not be at the expense for any reason, either unavailable to NIFA or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of Owner hereby agrees to contribute to all amounts paid or payable by NIFA and such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by NIFA and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of NIFA and such other persons, on the other hand.

Release and Indemnification. The Company Owner acknowledges that, in making the Carryover Allocation, the Authority relied upon information and representations given by or on behalf of the Owner and has made no independent investigation and does not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to make the Carryover Allocation, the Owner agrees as follows: The Owner hereby (i) releases agrees to release and forever discharge the IssuerAuthority, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which any of the Owners has or may hereafter have against the Authority or any such other persons, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's making of the Carryover Allocation. The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members, officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counselincluding reasonable attorney's fees) or judgment against the Authority arising or resulting from, servants and employees (hereinafteror on account of or pertaining to, for purposes of this Sectionwhether directly or indirectly, the “indemnified parties”) fromAuthority's making of the Carryover Allocation. If any such claim is asserted, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. If the defense thereofindemnification provided in subsection (b) is, but for any reason, either unavailable to the fees and expenses of such counsel shall not be at the expense Authority or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of such counsel has been specifically authorized Owner hereby agrees to contribute to all amounts paid or payable by the Company. The Company shall not be liable to indemnify any person for any settlement Authority and such other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Company hereby Pledgor releases and will defend and indemnify the Pledgee and any of its affiliates, directors, officers, members, managers, employees, agents, trustees, representatives, attorneys, attorney-in-fact, accountants or other advisors (collectively, the “Indemnitees”) from and against any and all claims, actions, proceedings, damages, liabilities, and expenses of every kind, whether known or unknown, including but not limited to reasonable attorney’s fees, resulting from or arising out of: (i) releases any reasonable action that the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, Pledgee takes to perfect or continue the “indemnified parties”) from, Pledgee’s security interest in the Collateral; (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees exercise of any remedy available to indemnify and hold harmless the indemnified parties from and against Pledgee under the Securities Transfer Agreement or this Agreement (except for matters directly resulting from the negligence, breach of contract, any fraud or willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure intentional malfeasance on the part of such Indemnitee) and whether such action is brought by the Trustee to follow clear and reasonable instructions Pledgor, the Pledgee or any other party; or (iii) any investigative, administrative or judicial proceeding, whether or not the Pledgee shall be designated a party thereto (but not including any such proceeding initiated by or on behalf of the Company for investing moneysPledgor with respect to breaches of Pledgees obligations hereunder), shall have any liability for nonpayment which may be imposed on, incurred by or asserted against such Indemnitee as a result of interest on any uninvested moneys that or in connection with this Agreement the Trustee may hold at any time in trust or receive under any of the provisions of this Securities Transfer Agreement or the Indenture, transactions contemplated thereby (except as otherwise specifically agreed in writing. Promptly after receipt by for any fraud or willful and intentional malfeasance on the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense part of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expensesIndemnitee). Insofar as such action This Section 7(a) shall relate to any alleged liability in respect survive termination of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentthis Agreement.

Release and Indemnification. The Company hereby (iOwner acknowledges that, in issuing IRS Form 8609(s) releases with respect to the IssuerProject, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows: The Owner agrees to release and forever discharge the Authority, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counselincluding reasonable attorney's fees) or judgment against the Authority arising or resulting from, servants and employees (hereinafteror on account of or pertaining to, for purposes of this Sectionwhether directly or indirectly, the “indemnified parties”) fromAuthority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. If the defense thereofindemnification provided in subsection (b) is, but for any reason, either unavailable to the fees and expenses of such counsel shall not be at the expense Authority or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of such counsel has been specifically authorized Owner hereby agrees to contribute to all amounts paid or payable by the Company. The Company shall not be liable to indemnify any person for any settlement Authority and such other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Company hereby Owner acknowledges that, in issuing Internal Revenue Service Form 8609 with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue the Form 8609, the Owner agrees as follows: (ia) releases The Owner agrees to release and forever discharge the IssuerAuthority, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counselincluding reasonable attorney's fees) or judgment against the Authority arising or resulting from, servants and employees (hereinafteror on account of or pertaining to, for purposes of this Sectionwhether directly or indirectly, the “indemnified parties”) fromAuthority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. (c) If the defense thereofindemnification provided in subsection (b) is, but for any reason, either unavailable to the fees and expenses of such counsel shall not be at the expense Authority or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of such counsel has been specifically authorized Owner hereby agrees to contribute to all amounts paid or payable by the Company. The Company shall not be liable to indemnify any person for any settlement Authority and such other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.

Release and Indemnification. The Company (a) LICENSEE, for itself, its successors and assignees, agrees to and hereby does release DEFENSE from any and all claims and liability for damage to property, property loss or personal injury or death which may be sustained by LICENSEE and which in any way arises from or is connected with performance of this Agreement or the sale of any Products. LICENSEE shall indemnify and hold DEFENSE harmless from and against any and all foreseen and unforeseen liabilities to third parties, including any claim, damage, loss, expense or other injury (including reasonable attorney’s fees and other fees and costs), in any way arising out of LICENSEE’s activities hereunder, including without limitation any actual or alleged: (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes breach or violation by LICENSEE of this Section, the “indemnified parties”) from, Agreement; (ii) agrees that other act of commission or omission outside the indemnified parties shall not be liable for, and scope of LICENSEE’s authority; (iii) defect in the Product of other products permitted hereunder or their packaging, whether latent or patent including failure of said articles or their packaging, distribution, promotion, sale or exploitation to meet any Federal, state or local laws or standards; (iv) claim by any and all employees or subcontractors permitted by LICENSEE to produce or participate in the production of such articles; and (v) improper reproduction or use of the DEFENSE Trademarks or of any copyright, service ▇▇▇▇, patent, confidential information and privacy, publicity or other rights. In the case of a legal or other proceeding by a third person against LICENSEE and DEFENSE, notwithstanding LICENSEE’s obligation hereunder, DEFENSE shall have the right, in its discretion, to control all aspects of such proceeding (including choice of attorney and settlement) and LICENSEE shall assist and fully cooperate with DEFENSE in connection with such proceeding provided that LICENSEE, at its own expense, shall have the right of appearance by counsel of its own selection. (b) DEFENSE, for itself, its successors and assignees, agrees to indemnify and hold LICENSEE harmless the indemnified parties from and against any and all foreseen and unforeseen liabilities to third parties, including any claim, damage, loss, expense or other injury (except for matters directly resulting from including reasonable attorney’s fees and other fees and costs), in any way arising out of or connected with a claim that LICENSEE’s use of the negligence, breach of contract, willful misconduct, bad faith DEFENSE Trademarks or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, the Data infringes on the rights of any nature whatsoever arising from other party, provided that this indemnity obligation shall not extend to any claim relating to a use by LICENSEE of any DEFENSE Trademark or related the Data in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation violation of the Facilities or any activities related to the foregoing or to the failure terms of the Company to perform any of its obligations under this Agreement. All covenantsIn the case of such a legal or other proceeding by a third person against LICENSEE and DEFENSE, stipulationsnotwithstanding DEFENSE’s obligation hereunder, promisesLICENSEE shall have the right, agreements in its discretion, to control all aspects of such proceeding (including choice of attorney and obligations of the Issuer contained herein settlement) and DEFENSE shall not be deemed to be the covenants, stipulations, promises, agreements assist and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered fully cooperate with LICENSEE in connection with the investment of funds made in accordance with the Indenturesuch proceeding provided that DEFENSE, orat its own expense, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate of appearance by counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentown selection.

Release and Indemnification. The Company hereby Owner acknowledges that, in issuing Internal Revenue Service Form 8609 with respect to the Project, MFA is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce MFA to issue the Form 8609, the Owner agrees as follows: (ia) releases the IssuerThe Owner agrees to release and forever discharge MFA, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against MFA, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by MFA. (b) The Owner hereby agrees to indemnify, save harmless and defend MFA, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”including reasonable attorney's fees) or judgment against MFA arising or resulting from, (ii) agrees that or on account of or pertaining to, whether directly or indirectly, MFA's issuance of a Form 8609 with respect to the indemnified parties shall not be liable forProject. If any such claim is asserted, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. (c) If the defense thereofindemnification provided in subsection (b) is, but the fees and expenses of such counsel shall not be at the expense for any reason, either unavailable to MFA or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of Owner hereby agrees to contribute to all amounts paid or payable by MFA and such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by MFA and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of MFA and such other persons, on the other hand.

Release and Indemnification. The Company (a) LICENSEE, for itself, its successors and assignees, agrees to and hereby does release COLT from any and all claims and liability for damage to property, property loss or personal injury or death which may be sustained by LICENSEE and which in any way arises from or is connected with performance of this Agreement or the sale of any Products. LICENSEE shall indemnify and hold COLT harmless from and against any and all foreseen and unforeseen liabilities to third parties, including any claim, damage, loss, expense or other injury (including reasonable attorney’s fees and other fees and costs), arising during or after the term of this Agreement in anyway arising out of LICENSEE’s activities hereunder, including without limitation any actual or alleged: (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes breach or violation by LICENSEE of this Section, the “indemnified parties”) from, Agreement; (ii) agrees that other act of commission or omission outside the indemnified parties shall not be liable forscope of LICENSEE’s authority, and (iii) defect in the Product or other products permitted hereunder or their packaging, whether latent or patent including failure of said articles or their packaging, distribution, promotion, sale or exploitation to meet any Federal, state or local laws or standards; (iv) claim by any and all employees or subcontractors permitted by LICENSEE to produce or participate in the production of such articles; and (v) improper reproduction or use of the COLT Trademarks or of any copyright, service ▇▇▇▇, patent, confidential information and privacy, publicity or other rights. In the case of a legal or other proceeding by a third person against LICENSEE and COLT, notwithstanding LICENSEE’s obligation hereunder, COLT shall have the right, in its discretion, to control all aspects of such proceeding (including choice of attorney and settlement) and LICENSEE shall assist and fully cooperate with COLT in connection with such proceeding provided that LICENSEE, at its own expense, shall have the right of appearance by counsel of its own selection. (b) COLT, for itself, its successors and assignees, agrees to indemnify and hold LICENSEE harmless the indemnified parties from and against any and all foreseen and unforeseen liabilities to third parties, including any claim, damage, loss, expense or other injury (except for matters directly resulting from including reasonable attorney’s fees and other fees and costs), arising during or after the negligence, breach term of contract, willful misconduct, bad faith this Agreement in any way arising out of or recklessness connected with a claim that LICENSEE’s use of an indemnified party the Trade Name or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, the COLT Trademarks infringes on the rights of any nature whatsoever arising from or related in other party, provided that this indemnity obligation shall not extend to any manner whatsoever claim relating to the acquisition, improving, equipping, ownership, leasing or operation a use by LICENSEE of the Facilities Trade Name or any activities related to the foregoing or to the failure COLT Trademark in violation of the Company to perform any terms of its obligations under this Agreement. All covenantsIn the case of such a legal or other proceeding by a third person against LICENSEE and COLT, stipulationsnotwithstanding COLT’s obligation hereunder, promisesLICENSEE shall have the right, agreements in its discretion, to control all aspects of such proceeding (including choice of attorney and obligations of the Issuer contained herein settlement) and COLT shall not be deemed to be the covenants, stipulations, promises, agreements assist and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered fully cooperate with LICENSEE in connection with the investment of funds made in accordance with the Indenturesuch proceeding provided that COLT, orat its own expense, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate of appearance by counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consentown selection.

Release and Indemnification. The Company Owner acknowledges that, in making the Carryover Allocation, the Authority relied upon information and representations given by or on behalf of the Owner and has made no independent investigation and does not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to make the Carryover Allocation, the Owner agrees as follows: (a) The Owner hereby (i) releases agrees to release and forever discharge the IssuerAuthority, its governing body members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which any of the Owners has or may hereafter have against the Authority or any such other persons, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's making of the Carryover Allocation. (b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members, officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including independent contractorsthe costs of the investigation and settlement of any claim, consultants and legal counselincluding reasonable attorney's fees) or judgment against the Authority arising or resulting from, servants and employees (hereinafteror on account of or pertaining to, for purposes of this Sectionwhether directly or indirectly, the “indemnified parties”) fromAuthority's making of the Carryover Allocation. If any such claim is asserted, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an any indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements hereunder will give prompt notice to the Owner and judgments, will cooperate in the investigation and defense of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreementsuch claim. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person The Owner will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other asserted claim by engaging counsel approved by the indemnified person party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel in any such action and to participate in such proceedings at its own cost and expense. (c) If the defense thereofindemnification provided in subsection (b) is, but for any reason, either unavailable to the fees and expenses of such counsel shall not be at the expense Authority or any of the Company unless other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the employment of such counsel has been specifically authorized Owner hereby agrees to contribute to all amounts paid or payable by the Company. The Company shall not be liable to indemnify any person for any settlement Authority and such other persons as a result of any such action effect without its consentobligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits received by the Owner, on the one hand, and by the Authority and such other persons, on the other hand, and the relative degrees of fault of the Owner, on the one hand, and of the Authority and such other persons, on the other hand.