|
19
<br />or certification furnished in connection therewith concerning the Project Bonds, the Project and
<br />the Borrower, including, without limitation, the Offering Circular, any information furnished by
<br />the Borrower or the Bank, if any, or the Confirming Bank, if any, or the Initial BSBY Rate Bond
<br />Purchaser, for, and included in, or used as a basis for preparation of, any certifications, information,
<br />statements or reports furnished by the Issuer, and any other information or certification obtained
<br />from the Borrower or the Bank, if any, or the Confirming Bank, if any, or the Initial BSBY
<br />Rate Bond Purchaser, to assure the exclusion of the interest on the Project Bonds from gross
<br />income of the Holders thereof for federal income tax purposes; (d) the Borrower’s failure to
<br />comply with any requirement of this Agreement or the Code pertaining to such exclusion of
<br />that interest, including the covenants in Section 5.4 hereof; and (e) any claim, action or proceeding
<br />brought with respect to the matters set forth in (a), (b), (c), or (d) above. The Borrower agrees to
<br />indemnify the Trustee for, and to hold it harmless against, all liabilities, damages, fines, penalties,
<br />claims, costs and expenses incurred, without negligence or willful misconduct on the part of the
<br />Trustee, on account of any action taken or omitted to be taken by the Trustee in accordance with
<br />the terms of the Original Agreement, the First Amended and Restated Agreement, the Second
<br />Amended and Restated Agreement, this Third Amended and Restated Agreement, the Bonds, the
<br />Reimbursement Agreement, the Bond Purchase and Covenant Agreement, the Amended and
<br />Restated Bond Purchase and Covenant Agreement, the Letter of Credit, the Notes, the Original
<br />Indenture, the Amended and Restated Indenture, the Second Amended and Restated Indenture
<br />or the Third Amended and Restated Indenture, or any action taken at the request of or with
<br />the consent of the Borrower, including the costs and expenses of the Trustee in defending itself
<br />against any such claim, action or proceeding brought in connection with the exercise or
<br />performance of any of its powers or duties under Original Agreement, the First Amended and
<br />Restated Agreement, the Second Amended and Restated Agreement, this Third Amended and
<br />Restated Agreement, the Bonds, the Original Indenture, the Amended and Restated Indenture, the
<br />Second Amended and Restated Indenture, the Third Amended and Restated Indenture, the
<br />Reimbursement Agreement, the Bond Purchase and Covenant Agreement, the Amended and
<br />Restated Bond Purchase and Covenant Agreement, the Letter of Credit or the Notes.
<br />In addition to and not in limitation of the preceding provision, the Borrower agrees to
<br />indemnify and hold the Trustee harmless from and against any and all losses that may be imposed
<br />on, incurred by, or asserted against, the Trustee for following any instructions or other directions
<br />upon which the Trustee is authorized to rely pursuant to the terms of the Indenture.
<br />In case any action or proceeding is brought against the Issuer or the Trustee, in respect
<br />of which indemnity may be sought hereunder, the party seeking indemnity promptly shall give
<br />notice of that action or proceeding to the Borrower, and the Borrower upon receipt of that notice
<br />shall have the obligation and the right to assume the defense of the action or proceeding; provided,
<br />that failure of a party to give that notice shall not relieve the Borrower from any of the Borrower’s
<br />obligations under this Section unless that failure materially prejudices the defense of the action or
<br />proceeding by the Borrower. An indemnified party at its own expense may employ separate
<br />counsel and participate in the defense. The Borrower shall not be liable for any settlement made
<br />without the Borrower’s consent.
<br />The indemnification set forth above is intended to and shall include the indemnification of
<br />all affected officials, directors, officers and employees of the Issuer and the Trustee. That
|