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to state therein a material fact required to be stated therein or necessary in order to make the <br /> statements therein not misleading or (ii) against the Underwriter, arise out of or are based upon <br /> any untrue or alleged untrue statement of a material fact concerning the Owner or the Project or <br /> arise out of or are based upon the omission or alleged omission to state therein a material fact <br /> concerning the Owner or the Project required to be stated therein or necessary in order to make <br /> the statements therein not misleading. Promptly after receipt by the Underwriter, the Issuer or <br /> any such controlling person of notice of the commencement of any action in respect of which <br /> indemnity may be sought against the Owner under this Section, such person will notify the <br /> Owner in writing of the commencement thereof, and, subject to the provisions hereinafter stated, <br /> the Owner shall assume the defense of such action (including the employment of counsel, who <br /> shall be counsel satisfactory to the Underwriter, the Issuer or such controlling person, as the case <br /> may be, and the payment of fees and expenses) insofar as such action shall relate to any alleged <br /> liability in respect of which indemnity may be sought against the Owner. The Underwriter, the <br /> Issuer or any such controlling person shall have the right to employ separate counsel in any such <br /> action and to participate in the defense thereof, but the fees and expenses of such counsel shall <br /> not be at the expense of the Owner, unless: (i) the employment of such counsel has been <br /> specifically authorized by the Owner, or (ii) the named parties to any such action (including any <br /> impleaded parties) include both such indemnified party and the Owner and in the reasonable <br /> judgment of the person seeking indemnity, such separate counsel is advisable by reason of a <br /> conflict of interest between the Owner and such indemnified party is likely to arise. In such <br /> event, the Owner shall not have the right to assume the defense of such action as to the <br /> indemnified party, and the indemnified party shall have the right to select separate counsel to <br /> assume such legal defense and to otherwise participate in the defense of such action. It is <br /> understood that in connection with any one such action or separate but substantially similar or <br /> related actions in the same jurisdiction arising out of the same general allegations or <br /> circumstances, the Owner shall not be liable for the fees and expenses of more than one separate <br /> firm of attorneys for all such indemnified parties. The Owner shall not be liable to indemnify <br /> any person for any settlement of any such action effected without its consent. This indemnity <br /> agreement will be in addition to any liability which the Owner may otherwise have. <br /> The Owner also agrees to notify the Underwriter and the Issuer promptly of the assertion <br /> against it or any of its officers, directors, employees or agents of any claim or the <br /> commencement of any action or proceeding arising from any act or omission of the Owner, <br /> including its independent contractors, consultants, and legal counsel, or any of its agents, <br /> servants, partners or employees. No party shall be liable to indemnify any person for any <br /> settlement of any aforementioned action effected without the consent of the indemnifying party. <br /> The indemnities contained herein shall survive the Closing under the Bond Purchase <br /> Agreement and any investigation made by or on behalf of the Underwriter or any person who <br /> controls any of such parties of any matters described in or related to the transactions <br /> contemplated hereby and by the Official Statement, the authorizing legislation, the Indenture and <br /> any Owner Documents. <br /> The Owner shall not be liable to indemnify any person in any settlement of any action <br /> effected without sufficient notice. The Owner shall not be liable for any judgment if, as a result <br /> of the failure of the indemnified person to give notice of the commencement of a suit in respect <br /> of which indemnity shall be sought, the Owner is not provided sufficient notice to defend such <br /> 12 <br />