Common use of Release and Indemnification Covenants Clause in Contracts

Release and Indemnification Covenants. (a) The City shall and hereby agrees to indemnify and save the Authority and its officers, agents, successors and assigns harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of (i) the use, maintenance, condition or management of, or from any work or thing done on the Leased Premises by the City, (ii) any breach or default on the part of the City in the performance of any of its obligations under this Lease Agreement, (iii) any act or omission of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Leased Premises, (iv) any act or omission of any sublessee of the City with respect to the Leased Premises, or (v) the payment of the construction Costs and Costs of Issuance. No indemnification is made under this Section 7.3 or elsewhere in this Lease Agreement for willful misconduct, negligence or breach of duty under this Lease Agreement by the Authority, its officers, agents, employees, successors or assigns. (b) The City covenants and agrees to indemnify and save the Trustee and its officers, agents, successors and assigns harmless against any losses, expenses and liabilities which it may incur arising out of or in the exercise and performance of its powers and duties under the Indenture, including the costs and expenses of defending against any claim of liability and enforcing any remedy under this Lease Agreement, a Continuing Disclosure Agreement and the Indenture (including any fees and expenses of its legal counsel), but excluding liabilities which are due to the Trustee’s negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Trustee under the Indenture and payment of the Bonds and discharge of the Indenture. The Trustee shall be a third party beneficiary of Section 4.7(b) and this Section 7.3 for purposes of enforcing its rights under Section 4.7(b) and this Section 7.3.

Release and Indemnification Covenants. (a) The City shall and hereby Each Borrower agrees to indemnify protect and save defend the Authority and its County, the Trustee, the members, servants, officers, employees and other agents, successors now or hereafter, of the County and assigns the Trustee (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 against all claimswanton misconduct of the aforesaid) by any person or entity whatsoever except the County or the Trustee, losses and damages, including legal fees and expensesas applicable, arising out 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 (i) the useBonds), maintenancethe Project, condition the Taxable Series 2022 Project and the ownership or management of, or from any work or thing done on the Leased Premises operation by the CityBorrower 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 Indemnified Parties harmless against any expense or damages (iiincluding, but not limited to, reasonable attorneys’ fees) incurred because of any breach lawsuit commenced as a result of action taken by the Indemnified Parties (except for any intentional misrepresentation or default on any willful and wanton misconduct of the aforesaid) with respect to this Agreement, the other Financing Documents, the Indenture, the Bonds, the Project, the Taxable Series 2022 Project or any part of the City 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 performance 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 of its obligations under this Lease Agreementmember, (iii) any act officer, employee or omission other agent of the City County in his or of any of its agentsher individual capacity, contractors, servants, employees or licensees with respect to the Leased Premises, (iv) any act or omission of any sublessee of the City with respect to the Leased Premises, or (v) and no recourse shall be had for the payment of the construction Costs 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 Costs indemnification provisions shall not apply to any claim, proceeding or action instituted by any Borrower against the County or the Trustee relating to any warranty, representation, covenant or obligation of Issuance. No indemnification is made the County or the Trustee under this Section 7.3 Agreement, the other Financing Documents, or elsewhere in this Lease Agreement the Indenture if it is ultimately determined by a court or government agency (from which an appeal is not available or with respect to which the time for willful misconduct, negligence appeal has expired) that the County or breach of duty under this Lease Agreement by the Authority, its officers, agents, employees, successors or assigns. (b) The City covenants and agrees to indemnify and save the Trustee and its officersbreached or violated any such warranty, agentsrepresentation, successors and assigns harmless against any losses, expenses and liabilities which it may incur arising out of covenant or in the exercise and performance of its powers and duties under the Indenture, including the costs and expenses of defending against any claim of liability and enforcing any remedy under this Lease Agreement, a Continuing Disclosure Agreement and the Indenture (including any fees and expenses of its legal counsel), but excluding liabilities which are due to the Trustee’s negligence or willful misconductobligation. The obligations of the City indemnification arising under this Section shall survive resignation or removal of continue in full force and effect notwithstanding the Trustee under the Indenture and full payment of all obligations under this Agreement or the Bonds and discharge termination of the Indenture. The Trustee shall be a third party beneficiary of Section 4.7(b) and this Section 7.3 Agreement for purposes of enforcing its rights under Section 4.7(b) and this Section 7.3any reason.

Release and Indemnification Covenants. (a) The City To the extent permitted by law, the District shall and hereby agrees to indemnify and save the Authority and Lender, its officers, directors, agents, employees, successors and or assigns harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of of (i) the use, maintenance, condition or management of, or from any work or thing done on on, the Leased Premises Enterprise or the Project by the CityDistrict, (ii) any breach or default on the part of the City District in the performance of any of its the District’s obligations under this Lease the Installment Purchase Contract or the Conveyance Agreement, (iii) any act or omission of negligence of the City District or of any of its agents, contractors, servants, employees or licensees with respect to the Leased PremisesEnterprise or the Project, (iv) any act or omission of negligence of any assignee or sublessee of the City District, or of any agents, contractors, servants, employees or licensees of the assignee or sublessee of the District with respect to the Leased PremisesEnterprise or the Project, (v) any environmental claims or issues, or (vvi) the acquisition of the Enterprise or the Project or authorization of payment of the construction Costs and Costs costs of Issuancethe acquisition of the Enterprise or the Project, to the extent permitted by law. No indemnification is made under Indemnification for any tort mentioned in this Section 7.3 shall exclude those arising from the willful misconduct or elsewhere in this Lease Agreement for willful misconduct, gross negligence hereunder or breach of duty under this Lease the Conveyance Agreement by the AuthorityLender, its officersofficers and employees. To the extent permitted by law, agents, employees, successors or assigns. (b) The City the District further covenants and agrees to indemnify and save the Trustee and its officers, agents, successors and assigns Lender harmless against any lossesclaim, expenses loss, expense, advance, and liabilities which it may incur arising out of or in the exercise and performance of its their powers and duties hereunder and under the IndentureConveyance Agreement, including the costs and expenses (including attorneys fees and disbursements) of defending against any claim of liability and or enforcing any remedy under this Lease Agreementremedies, a Continuing Disclosure Agreement and the Indenture (including any fees and expenses of its legal counsel), but excluding liabilities which are not due to the Trustee’s their negligence or willful misconduct. The District further covenants and agrees to advance to the Lender the amounts requested as the costs and expenses of such defense. Any and all special obligations of the City District under this Section shall survive resignation or removal be and remain valid and binding special obligations of the Trustee under District notwithstanding the Indenture and payment in full of the Bonds Installment Payments and discharge the termination of the Indenture. The Trustee shall be a third party beneficiary of Section 4.7(b) and this Section 7.3 for purposes of enforcing its rights under Section 4.7(b) and this Section 7.3Installment Purchase Contract.

Release and Indemnification Covenants. (a) The City shall and hereby agrees to indemnify and save the Authority and its the Trustee and their respective officers, agents, successors and assigns harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of (ia) the use, maintenance, condition or management of, or from any work or thing done on the Leased Premises Water System by the City, (iib) any breach or default on the part of the City in the performance of any of its obligations under this Lease Installment Sale Agreement, (iiic) any act negligence or omission willful misconduct of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Leased PremisesWater System, (ivd) any act or omission negligence of any sublessee of the City with respect to the Leased PremisesWater System, (e) the Acquisition and Construction of the 2024 Water Project or the authorization of payment of the 2024 Water Project Costs, (f) the performance by the Trustee of its duties and obligations hereunder and under the Indenture, including any duties referred to in Section 8.12 of the Indenture, (g) the presence on, under or about, or release from, the Water System of any substance, material or waste which is, or which becomes, regulated or classified as hazardous or toxic under State, federal or local law, or (vh) the payment offer, sale and issuance of the construction Costs and Costs of IssuanceBonds. No indemnification is made under this Section 7.3 6.3 or elsewhere in this Lease Installment Sale Agreement for adjudicated willful misconduct, misconduct or negligence or breach of duty under this Lease Agreement by the AuthorityAuthority or the Trustee, its or their respective officers, agents, employees, successors or assigns. (b) . The City covenants and agrees to indemnify and save rights of the Trustee and its officers, agents, successors and assigns harmless against any losses, expenses and liabilities which it may incur arising out of or in the exercise and performance of its powers and duties under the Indenture, including the costs and expenses of defending against any claim of liability and enforcing any remedy under this Lease Agreement, a Continuing Disclosure Agreement and the Indenture (including any fees and expenses of its legal counsel), but excluding liabilities which are due to the Trustee’s negligence or willful misconduct. The obligations of the City under this Section 6.3 shall survive the termination of this Installment Sale Agreement and the resignation or removal of the Trustee under the Indenture and payment of the Bonds and discharge of the Indenture. The Trustee shall be a third party beneficiary of Section 4.7(b) and this Section 7.3 for purposes of enforcing its rights under Section 4.7(b) and this Section 7.3Trustee.

Release and Indemnification Covenants. (a) The City shall and hereby agrees to indemnify and save the Authority and its officers, agents, successors and assigns harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of (i) the use, maintenance, condition or management of, or from any work or thing done on the Leased Premises by the City, (ii) any breach or default on the part of the City in the performance of any of its obligations under this Lease Agreement, (iii) any act or omission of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Leased Premises, (iv) any act or omission of any sublessee of the City with respect to the Leased Premises, or (v) the payment of the construction Costs and Costs of Issuance. No indemnification is made under this Section 7.3 or elsewhere in this Lease Agreement for willful misconduct, negligence or breach of duty under this Lease Agreement by the Authority, its officers, agents, employees, successors or assigns. (b) The City covenants and agrees to indemnify and save the Trustee and its officers, agents, successors and assigns harmless against any losses, expenses and liabilities which it they may incur arising out of or in the exercise and performance of its the Trustee’s powers and duties under the Indenture, including the costs and expenses of defending against any claim of liability and enforcing any remedy under this Lease Agreement, a Continuing Disclosure Agreement and the Indenture (including any fees and expenses of its legal counsel), but excluding liabilities which are due to the Trustee’s negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Trustee under the Indenture and payment of the Bonds and discharge of the Indenture. The Trustee shall be a third party beneficiary of Section 4.7(b) and this Section 7.3 for purposes of enforcing its rights under Section 4.7(b) and this Section 7.3.

Release and Indemnification Covenants. (a) The City Whether or not covered by insurance or self-insurance, District hereby assumes all risk of loss of, or damage to and liability related to injury or damage to any persons or property arising from the Leased Property, from any cause whatsoever, and no such loss of or damage to or liability arising from the Leased Property shall relieve the District of the obligation to make Lease Payments or to perform any other obligation under the Site Lease or this Lease, except as otherwise provided in Sections 6.2 and 6.3. Whether or not covered by insurance or self-insurance, the District hereby agrees to indemnify indemnifies the Corporation, the Assignee and save the Authority and its their respective officers, agents, successors and assigns harmless from and against all liabilities, obligations, claims, losses and damages, including legal fees and expenses, arising out of any of the following (ia) the use, maintenance, condition or management of, or from any work or thing done on the Leased Premises Property by the CityDistrict, (iib) any breach or default on the part of the City District in the performance of any of its obligations under the Site Lease or this Lease AgreementLease, (iiic) any act negligence or omission willful misconduct of the City District or of any of its agents, contractors, servants, employees or licensees with respect to the Leased PremisesProperty, (ivd) any act intentional misconduct or omission negligence of any sublessee of the City District with respect to the Leased PremisesProperty, (e) the acquisition, construction, improvement and equipping of the Leased Property, and (f) the actual or alleged violation of Environmental Laws or the presence, release, investigation, remediation, clean-up, abatement, or (v) corrective action of any Hazardous Substance or toxic wastes at, on or from the Leased Property, or the authorization of payment of the construction Costs and Costs of Issuancecosts thereof. No indemnification is made under this Section 7.3 or elsewhere in this Lease Agreement for willful misconduct, misconduct or gross negligence or breach of duty under this Lease Agreement by the AuthorityCorporation, its the Assignee, or their respective officers, agents, employees, successors or assigns. (b) . The City covenants provisions of this Section shall continue in full force and agrees to indemnify and save effect notwithstanding the Trustee and its officers, agents, successors and assigns harmless against any losses, expenses and liabilities which it may incur arising out full payment of or in the exercise and performance of its powers and duties under the Indenture, including the costs and expenses of defending against any claim of liability and enforcing any remedy all obligations under this Lease Agreement, a Continuing Disclosure Agreement and or the Indenture (including any fees and expenses of its legal counsel), but excluding liabilities which are due to the Trustee’s negligence or willful misconduct. The obligations termination of the City under this Section shall survive resignation or removal of the Trustee under the Indenture and payment of the Bonds and discharge of the Indenture. The Trustee shall be a third party beneficiary of Section 4.7(b) and this Section 7.3 Lease Term for purposes of enforcing its rights under Section 4.7(b) and this Section 7.3any reason.

Release and Indemnification Covenants. (a1) The City Borrower shall and hereby agrees to indemnify indemnify, defend and save hold harmless the Authority Issuer, the Trustee, and its the Bondholder and their respective members, officers, agentsemployees, successors and assigns harmless agents and officials from and against any and all losses, claims, losses and damages, taxes (including legal fees interest and expensespenalties), costs and expenses (including reasonable attorneys' fees, whether prior to, during or after trial or in the event of any appeal) and liabilities arising out of (i) the usefrom, maintenance, condition or management ofin connection with, or from any work 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 thing done on behalf of the Leased Premises by Issuer and the City, (ii) any breach or default Trustee of those things on the part of the City 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 (including reasonable attorneys' fees) of any obligations of the 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 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 harmless as aforesaid, and upon notice from the Issuer or the Trustee, the Borrower shall, at its own expense, defend them or any of them in any such action or proceeding. (2) Notwithstanding the fact that it is the intention of the parties hereto that the Issuer shall not incur any pecuniary liability by reason of the terms of this Loan Agreement or the undertakings required of the Issuer hereunder, by reason of the issuance of the Bonds, by reason of the execution of the Indenture or by reason of the performance of any act requested of the Issuer by the Borrower, including all claims, liabilities or losses arising in connection with the violation of any statutes or regulation pertaining to the foregoing; nevertheless, if the Issuer should incur any such pecuniary liability, then in such event the Borrower shall indemnify and hold the Issuer harmless against all claims, demands or causes of action whatsoever, by or on behalf of any Person arising out of the same or out of any offering statement or lack of offering statement in connection with the sale or resale of the Bonds and all costs and expenses incurred in connection with any such claim or in connection with any action or proceeding brought thereon, and upon notice form the Issuer, the Borrower shall defend the Issuer in any such action or proceeding. All references to the Issuer in this Section 7.8 shall be deemed to include its commissioners, members, directors, officers, employees, attorneys, and agents. (3) Notwithstanding anything to the contrary contained herein or in any of the Bonds or the Indenture, or in any other instrument of document executed by or on behalf of the Issuer in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Issuer, or of any incorporator, member, commissioner, director, trustee, officer, employee or agent of any successor to the Issuer, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or non-observance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or obligations, nor shall any recourse be had for the payment of the principal of, premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Issuer or any successor to the Issuer, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released. (4) Notwithstanding anything to the contrary contained herein or in any of the Bonds or the Indenture, or in any other instrument or document executed by or on behalf of the Issuer in connection herewith, (i) the Issuer shall have no obligation to take action under this Loan Agreement, the Indenture, the Bonds or such other instruments or documents, unless the Issuer is requested in writing by an appropriate Person to take such action and is provided with indemnity and assurances satisfactory to it or payment of or reimbursement for any expenses (including attorneys' fees) to be incurred in such action, (ii) no member of the Issuer or any officer, attorney, employee or agent of the Issuer shall be personally liable to the Borrower, the Trustee or any other person for any action taken by the Issuer or by its officers, attorneys, agents or employees, or for any failure to take action, under this Loan Agreement, the Indenture, the Bonds or such other instruments or documents, except that the Issuer agrees to take or refrain from taking any action required by an injunction or required to comply with any final judgment for specific performance; and (iii) any judgment rendered against the Issuer for breach of its obligations under this Lease Loan Agreement, (iii) any act or omission of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Leased Premises, (iv) any act or omission of any sublessee of the City with respect to the Leased Premises, or (v) the payment of the construction Costs and Costs of Issuance. No indemnification is made under this Section 7.3 or elsewhere in this Lease Agreement for willful misconduct, negligence or breach of duty under this Lease Agreement by the Authority, its officers, agents, employees, successors or assigns. (b) The City covenants and agrees to indemnify and save the Trustee and its officers, agents, successors and assigns harmless against any losses, expenses and liabilities which it may incur arising out of or in the exercise and performance of its powers and duties under the Indenture, including the costs Bonds or such other instruments or documents, shall be payable solely from the Project Fund, and expenses no personal liability or charge payable directly or indirectly from the general funds of defending against any claim the Issuer shall arise therefrom. The foregoing provisions of liability this Section 7.8 shall survive the payment, prepayment or redemption of the Bonds and enforcing any remedy under the termination of this Lease Agreement, a Continuing Disclosure Loan Agreement and the Indenture (including any fees and expenses of its legal counsel), but excluding liabilities which are due Indenture. Notwithstanding anything to the Trustee’s contrary contained herein, the Borrower shall have no liability to indemnify the Issuer against claims or damages resulting from the Issuer's own gross negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Trustee under the Indenture and payment of the Bonds and discharge of the Indenture. The Trustee shall be a third party beneficiary of Section 4.7(b) and this Section 7.3 for purposes of enforcing its rights under Section 4.7(b) and this Section 7.3.

Release and Indemnification Covenants. (a) The City shall and Corporation hereby agrees to indemnify and save the Authority Tender Agent, the Remarketing Agent, the Trustee, the Credit Banks and its their respective directors, officers, agents, successors agents and assigns employees harmless from and against all claims, losses and damages, including reasonable legal fees and expenses, arising out of (i) the use, maintenance, condition or management of, or from any work or thing done on the Leased Premises by the City, (ii) any breach or default on the part of the City Corporation in the performance of any of its obligations under the Series Reimbursement Agreements, the Bonds or this Lease AgreementIndenture. In addition, (iii) any act or omission of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Leased Premises, (iv) any act or omission of any sublessee of the City with respect to the Leased Premises, or (v) the payment of the construction Costs and Costs of Issuance. No indemnification is made under this Section 7.3 or elsewhere in this Lease Agreement for willful misconduct, negligence or breach of duty under this Lease Agreement by the Authority, its officers, agents, employees, successors or assigns. (b) The City covenants and Corporation agrees to indemnify and save hold the Trustee Trustee, the Credit Banks, the Remarketing Agent and its officers, agents, successors and assigns the Tender Agent harmless against any losses, expenses and all liabilities which it they may incur arising out of or in the exercise and performance of its their powers and duties under the this Indenture and under any other agreement referred to in this Indenture, including the costs and expenses of defending against any claim of liability and enforcing any remedy under this Lease Agreement, a Continuing Disclosure Agreement and the Indenture (including for any fees and expenses of the Trustee, the Credit Banks, the Remarketing Agent and the Tender Agent to the extent funds are not available under this Indenture for the payment thereof. Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the Corporation under this Section, notify the Corporation in writing of the 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 Corporation shall reduce the liability of the Corporation under this Agreement to such party by the amount of damages directly attributable to the failure to give such notice. In case any such action is brought against any indemnified party, and it notifies the Corporation of the commencement thereof, the Corporation will be entitled to participate in and, to the extent that it may wish, to assume the defense thereof, with counsel approved by such indemnified party, such approval not to be unreasonably withheld. Any such indemnified party will reasonably cooperate with the Corporation in any investigation relating to such action, the defense of such action, and any attempts to settle or compromise any such action. After notice from the Corporation to such indemnified party of its assumption of the defense of any such action, the Corporation will not, except as hereinafter provided, be liable to such indemnified party under this Section for any legal counselor other expenses subsequently incurred by such indemnified party in connection with the 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 an indemnified party or if any such indemnified party or 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 action on behalf of the indemnified party or parties), but excluding liabilities which are due 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’s negligence or willful misconduct, the Credit Banks and their respective directors, officers, agents and employees. The obligations of the City Corporation under this Section shall survive resignation or removal of the Trustee under the Indenture and payment in full of the Bonds and the discharge of the this Indenture. The Trustee shall be a third party beneficiary of Section 4.7(b) and this Section 7.3 for purposes of enforcing its rights under Section 4.7(b) and this Section 7.3.

Release and Indemnification Covenants. (a) The City District shall indemnify, protect and hereby agrees hold the Association and the Trustee harmless from and against any and all liability, losses, claims and damages whatsoever, and expenses in connection therewith, including, without limitation, counsel fees and expenses arising out of or as the result of the entering into this Lease, the ownership, use, operation or condition of the Facilities or any part thereof, or any accident in connection with the operation, use or condition of the Facilities or any part thereof resulting in damage to property or injury to or death of any person. The District shall indemnify and save the Authority Association and its officersthe Trustee harmless against any loss, agents, successors and assigns harmless from and against all claims, losses and damagesliability or expense, including legal fees and expensesreasonable attorneys’ fees, resulting from all claims by or on behalf of any person, firm or corporation arising out of (i) from the use, maintenance, condition conduct or management of, or from any work or thing done on on, the Leased Premises Facilities, and against and from all claims arising after the date hereof, from (a) any condition of the Facilities caused by the CityDistrict, (iib) any breach or default on the part of the City District in the performance of any of its obligations under this Lease Agreementhereunder (including without limitation its obligations related to environmental matters), (iiic) any contract entered by the District in connection with the Project, (d) any act or omission of negligence of the City District or of any of its agents, contractors, servants, employees or licensees with respect to the Leased Premiseslicensees, and (ive) any act or omission of negligence of any assignee or sublessee of the City with respect to the Leased PremisesDistrict, or (v) the payment of any agents, contractors, servants, employees or licensees of any assignee or lessee of the construction Costs and Costs of Issuance. No indemnification is made under this Section 7.3 or elsewhere in this Lease Agreement for willful misconduct, negligence or breach of duty under this Lease Agreement by the Authority, its officers, agents, employees, successors or assigns. (b) District The City covenants and agrees to District shall indemnify and save the Association and the Trustee harmless from and its officers, agents, successors and assigns harmless against any losses, expenses and liabilities which it may incur arising out of or in the exercise and performance of its powers and duties under the Indenture, including the all costs and expenses (except those which have arisen from the willful misconduct or negligence of defending against the Association or the Trustee) incurred in or in connection with any claim action or proceeding brought thereon, and upon notice from the Association or the Trustee, the District shall defend them or either of liability them in any such action or proceeding. The indemnifications arising under this paragraph shall continue in full force and enforcing any remedy effect notwithstanding the full payment of all obligations under this Lease Agreement, a Continuing Disclosure Agreement and or the Indenture (including termination of the Lease Term for any fees and expenses of its legal counsel), but excluding liabilities which are due to the Trustee’s negligence or willful misconductreason. The obligations District agrees not to withhold or ▇▇▇▇▇ any portion of the City under payments required pursuant to this Section shall survive resignation or removal Lease by reason of any defects, malfunctions, breakdowns of infirmities of the Trustee under the Indenture and payment of the Bonds and discharge of the Indenture. The Trustee shall be a third party beneficiary of Section 4.7(b) and this Section 7.3 for purposes of enforcing its rights under Section 4.7(b) and this Section 7.3Facilities or any part thereof.

Release and Indemnification Covenants. (a) The City shall and District hereby agrees to indemnify the Bank and save the Authority Assignee, the Bank, the Assignee and its their respective directors, officers, employees, agents, successors and assigns harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of (i) the use, maintenance, condition or management of, or from any work or thing done on the Leased Premises Property by the CityDistrict, (ii) any breach or default on the part of the City District in the performance of any of its obligations under this Lease AgreementLease, (iii) any act negligence or omission willful misconduct of the City District or of any of its agents, contractors, servants, employees or licensees with respect to the Leased PremisesProperty, (iv) any act intentional misconduct or omission negligence of any sublessee sub lessee of the City District with respect to the Leased PremisesProperty, or (e) the acquisition, installation, improvement and equipping of the Leased Property, (v) the payment use, presence, storage, disposal or clean-up of any Hazardous Substances or toxic wastes on the construction Costs and Costs of IssuanceLeased Property, or (vi) the failure to comply with any Applicable Environmental Laws. No indemnification is made under this Section 7.3 or elsewhere in this Lease Agreement for willful misconduct, misconduct or gross negligence or breach of duty under this Lease Agreement by the AuthorityBank, its the Assignee, or the Bank and the Assignee or their respective officers, agents, employees, successors or assigns. (b) The City covenants Whether or not covered by insurance or self-insurance, the District hereby assumes all risk of loss of, or damage to and liability related to injury or damage to any persons or property arising from the Leased Property Equipment from any cause whatsoever, and no such loss of or damage to or liability arising from the Leased Property Equipment shall relieve the District of the obligation to make the Lease Payments or to perform any other obligation under this Lease. Whether or not covered by insurance or self-insurance, the District hereby agrees to indemnify reimburse the Bank and save the Trustee Assignee (to the fullest extent permitted by applicable law) for any and its officersall liabilities, agentsobligations, successors and assigns harmless against any losses, expenses and liabilities which it may incur arising out of costs, claims, taxes or in the exercise and performance of its powers and duties under the Indenture, including the costs and expenses of defending against any claim of liability and enforcing any remedy under this Lease Agreement, a Continuing Disclosure Agreement and the Indenture (including any fees and expenses of its legal counsel), but excluding liabilities which are due to the Trustee’s negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Trustee under the Indenture and payment of the Bonds and discharge of the Indenture. The Trustee shall be a third party beneficiary of Section 4.7(b) and this Section 7.3 for purposes of enforcing its rights under Section 4.7(b) and this Section 7.3.damages suffered or

Release and Indemnification Covenants. (a) The City Borrower shall and hereby agrees to indemnify indemnify, defend, hold harmless and save the Authority Port Issuer, the Port Trustee, and its the members, servants, officers, counsel to the Port Issuer, employees, advisors and other agents, successors now or hereafter, of the Port Issuer or the Port Trustee (each an “indemnified party”) harmless against and assigns harmless from and against all claims, losses and damagesdemands, suits, actions or proceedings, including legal fees and expensesexpenses related thereto, whatsoever by or on behalf of any Person arising out of (i) from or purporting to arise from this Senior Loan Agreement, the usePort Indenture, maintenancethe Series 2021 Bonds, condition or management ofthe Series 2024 Bonds, the other Financing Documents, or from any work or thing done on the Leased Premises by the Citytransactions contemplated thereby, including without limitation, (ii1) any condition of the Project or the Borrower’s operation of the Project, (2) any breach or default on the part of the City Borrower in the performance of any of its obligations under this Lease Senior Loan Agreement, including, without limitation, the Borrower’s payment obligations with respect to the Taxable Series 2024B Loan as set forth in Section 4.01 hereof, (iii3) any act or omission negligence of the City Borrower or of any of its agents, contractors, servants, employees or licensees with respect to the Leased Premiseslicensees, (iv4) any act or omission negligence of any sublessee assignee or lessee of the City with respect to Borrower, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the Leased PremisesBorrower, or (v5) the payment Port Issuer’s authorization, approval or execution of the construction Costs Series 2021 Bonds and Costs of Issuancethe Series 2024 Bonds, the Financing Documents or any other documents, opinions, certificates or agreements executed in connection with the transactions contemplated by this Senior Loan Agreement, the Port Indenture, the Series 2021 Bonds, the Series 2024 Bonds or the transactions contemplated thereby. No indemnification is made under this Section 7.3 or elsewhere in this Lease Agreement for willful misconductThe Borrower shall indemnify and save the Port Issuer, negligence or breach of duty under this Lease Agreement by the AuthorityPort Trustee, its and the members, servants, officers, agentscounsel to the Port Issuer, employees, successors advisors and other agents, now or assignshereafter, of the Port Issuer or the Port Trustee harmless from any such claim, demand, suit, action, including related expenses, or other proceeding whatsoever arising as aforesaid and upon notice from the Port Issuer or the Port Trustee, the Borrower shall defend such parties, as applicable, in any such action or proceeding. (b) The City covenants Port Issuer and agrees to indemnify and save the Port Trustee, each separately agree that, upon the receipt of notice of the commencement of any action against the Port Issuer or the Port Trustee and its or their respective members, servants, officers, counsel to the Port Issuer, employees, advisors and other agents, successors and assigns harmless against now or hereafter, as applicable, or any lossesPerson controlling it as aforesaid, in respect of which indemnity, costs, expenses or defense may be sought on account of any agreement contained herein, the Port Issuer or the Port Trustee, as applicable, will promptly give written notice of the commencement thereof to the Borrower, but the failure so to notify the 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 liabilities in any event shall not relieve it from any liability which it may incur arising out have to the indemnified party otherwise than on account of or such indemnity agreement. In case such notice of any such action shall be so given, the Borrower shall be entitled to participate at its own expense in the exercise defense or, if it so elects, to assume the defense of such action, in which event such defense shall be conducted by counsel chosen by the Borrower and performance of its powers reasonably satisfactory to the indemnified party or parties who shall be defendant or defendants in such action, and duties under such defendant or defendants shall bear the Indenture, including the costs and expenses of defending against any claim of liability and enforcing any remedy under this Lease Agreement, a Continuing Disclosure Agreement and the Indenture (including any fees and expenses of its legal any additional counsel retained by them; but if the Borrower shall elect not to assume the defense of such action, the Borrower will reimburse such indemnified party or parties for the reasonable 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 Borrower and counsel for the Borrower 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 the indemnified parties, the indemnified party or parties shall have the right to select separate counsel), but excluding liabilities which are due at the Borrower’s expense and satisfactory to the Trustee’s Borrower, to participate in the defense of such action on behalf of such indemnified party or parties (it being understood, however, that the Borrower shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties who are parties to such action). (c) Without the consent of the Borrower neither the Port Trustee nor the Port Issuer shall 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 Senior Loan Agreement, unless such 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. (d) Notwithstanding anything to the contrary contained herein, the Borrower shall have no liability to indemnify the Port Trustee against claims or damages resulting from such parties’ own gross negligence or willful misconduct. , or the Port Issuer against claims or damages resulting from such parties’ own willful misconduct. (e) The obligations indemnification obligation of the City Borrower under this Section 7.02 shall survive the termination of this Senior Loan Agreement or the resignation or removal of the Trustee under the Indenture and payment of the Bonds and discharge of the Indenture. The Trustee shall be a third party beneficiary of Section 4.7(b) and this Section 7.3 for purposes of enforcing its rights under Section 4.7(b) and this Section 7.3Port Trustee.

Release and Indemnification Covenants. (a) The City shall and hereby Each Borrower agrees to indemnify protect and save defend the Authority and its County, the Trustee, the members, servants, officers, employees and other agents, successors now or hereafter, of the County and assigns the Trustee (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 against all claimswanton misconduct of the aforesaid) by any person or entity whatsoever except the County or the Trustee, losses and damages, including legal fees and expensesas applicable, arising out 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 (i) the useBonds), maintenancethe Project, condition the Taxable Series 2022 Project, the Taxable Series 2022B Project and the ownership or management of, or from any work or thing done on the Leased Premises operation by the CityBorrower 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 Indemnified Parties harmless against any expense or damages (iiincluding, but not limited to, reasonable attorneys’ fees) incurred because of any breach lawsuit commenced as a result of action taken by the Indemnified Parties (except for any intentional misrepresentation or default on any willful and wanton misconduct of the 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 of the City 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 performance 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 of its obligations under this Lease Agreementmember, (iii) any act officer, employee or omission other agent of the City County in his or of any of its agentsher individual capacity, contractors, servants, employees or licensees with respect to the Leased Premises, (iv) any act or omission of any sublessee of the City with respect to the Leased Premises, or (v) and no recourse shall be had for the payment of the construction Costs 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 Costs indemnification provisions shall not apply to any claim, proceeding or action instituted by any Borrower against the County or the Trustee relating to any warranty, representation, covenant or obligation of Issuance. No indemnification is made the County or the Trustee under this Section 7.3 Agreement, the other Financing Documents, or elsewhere in this Lease Agreement the Indenture if it is ultimately determined by a court or government agency (from which an appeal is not available or with respect to which the time for willful misconduct, negligence appeal has expired) that the County or breach of duty under this Lease Agreement by the Authority, its officers, agents, employees, successors or assigns. (b) The City covenants and agrees to indemnify and save the Trustee and its officersbreached or violated any such warranty, agentsrepresentation, successors and assigns harmless against any losses, expenses and liabilities which it may incur arising out of covenant or in the exercise and performance of its powers and duties under the Indenture, including the costs and expenses of defending against any claim of liability and enforcing any remedy under this Lease Agreement, a Continuing Disclosure Agreement and the Indenture (including any fees and expenses of its legal counsel), but excluding liabilities which are due to the Trustee’s negligence or willful misconductobligation. The obligations of the City indemnification arising under this Section shall survive resignation or removal of continue in full force and effect notwithstanding the Trustee under the Indenture and full payment of all obligations under this Agreement or the Bonds and discharge termination of the Indenture. The Trustee shall be a third party beneficiary of Section 4.7(b) and this Section 7.3 Agreement for purposes of enforcing its rights under Section 4.7(b) and this Section 7.3any reason.

Release and Indemnification Covenants. (a1) The City shall Developer expressly releases from and hereby covenants and agrees to indemnify and save hold the Authority County and its officers, agents, successors servants, employees and assigns all members of the County Board harmless from and against all claims, losses costs and damagesliability of every kind and nature, including legal fees and expenses, arising out of (i) the use, maintenance, condition for injury or management ofdamage received or sustained by any person or entity in connection with, or from any work or thing done on the Leased Premises by the City, (ii) any breach or default on the part an account of the City in Project, the Development Property, or the performance of any of its obligations under work at the development site and elsewhere pursuant to this Lease Agreement, (iii) and further releases such officers employees, agents and members from any act personal liability in connection with handling funds pursuant to the terms of this Agreement. The indemnification provided hereunder shall not apply to intentional acts or omission gross misconduct of the City individual or of any of its agents, contractors, servants, employees or licensees with respect to the Leased Premises, (iv) any act or omission of any sublessee of the City with respect to the Leased Premises, or (v) the payment of the construction Costs and Costs of Issuance. No indemnification is made under this Section 7.3 or elsewhere in this Lease Agreement for willful misconduct, negligence or breach of duty under this Lease Agreement by the Authority, its officers, agents, employees, successors or assignsentity so indemnified. (b2) The City covenants and Except for any willful misrepresentation or any willful or wanton misconduct of the following named parties, the Developer agrees to indemnify protect and save defend the Trustee County and its officers, agents, successors servants and assigns employees and all members of the County Board, now or forever, and further agrees to hold the aforesaid harmless against from any lossesclaim, expenses and liabilities which it may incur demand, action or other proceeding whatsoever by any person or entity whatsoever arising out or purportedly arising from a breach of or in the exercise and performance of its powers and duties under the Indenture, including the costs and expenses of defending against any claim of liability and enforcing any remedy under this Lease Agreement, a Continuing Disclosure Agreement and the Indenture (including any fees and expenses of its legal counsel), but excluding liabilities which are due to the Trustee’s negligence or willful misconduct. The obligations of the City Developer under this Section shall survive resignation Agreement, or removal the transactions contemplated hereby or the acquisition, construction, installation, ownership, maintenance and operation of the Trustee under the Indenture Project. (3) The County and payment its officers, agents, employees and all members of the Bonds and discharge County Board shall not be liable for any damages or injury to the persons or property of the Indenture. The Trustee Developer or its officers, agents, servants or employees or any other person who may be about the Project due to any act of negligence of any person. (4) All covenants, stipulations, promises, agreements and obligations of the County contained herein shall be a third party beneficiary deemed to be the covenants, stipulations, promises, agreements and obligations of Section 4.7(bthe County and not of any officer, agent, servant, employee or any members of the County Board, and other board or commission of the County in the individual capacity thereof. (5) The Developer is not an agent of the County and this Section 7.3 for purposes of enforcing its rights under Section 4.7(b) Agreement shall not be construed as creating a joint venture, partnership or other joint arrangement between the Developer and this Section 7.3the County relating to the Project.

Release and Indemnification Covenants. (a) The City shall and District hereby agrees to indemnify the Bank and save the Authority Assignee, the Bank, the Assignee and its their respective directors, officers, employees, agents, successors and assigns harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of (i) the use, maintenance, condition or management of, or from any work or thing done on the Leased Premises Property by the CityDistrict, (ii) any breach or default on the part of the City District in the performance of any of its obligations under this Lease AgreementLease, (iii) any act negligence or omission willful misconduct of the City District or of any of its agents, contractors, servants, employees or licensees with respect to the Leased PremisesProperty, (iv) any act intentional misconduct or omission negligence of any sublessee of the City District with respect to the Leased PremisesProperty, or (e) the acquisition, installation, improvement and equipping of the Leased Property, (v) the payment use, presence, storage, disposal or clean-up of any Hazardous Substances or toxic wastes on the construction Costs and Costs of IssuanceLeased Property, or (vi) the failure to comply with any Applicable Environmental Laws. No indemnification is made under this Section 7.3 or elsewhere in this Lease Agreement for willful misconduct, misconduct or gross negligence or breach of duty under this Lease Agreement by the AuthorityBank, its the Assginee, or the Bank and the Assignee or their respective officers, agents, employees, successors or assigns. (b) The City covenants Whether or not covered by insurance or self-insurance, the District hereby assumes all risk of loss of, or damage to and liability related to injury or damage to any persons or property arising from the Leased Property Equipment from any cause whatsoever, and no such loss of or damage to or liability arising from the Leased Property Equipment shall relieve the District of the obligation to make the Lease Payments or to perform any other obligation under this Lease. Whether or not covered by insurance or self-insurance, the District hereby agrees to indemnify reimburse the Bank and save the Trustee Assignee (to the fullest extent permitted by applicable law) for any and its officersall liabilities, agentsobligations, successors and assigns harmless against any losses, expenses and liabilities which it may incur arising out of costs, claims, taxes or in the exercise and performance of its powers and duties under the Indenture, including the costs and expenses of defending against any claim of liability and enforcing any remedy under this Lease Agreement, a Continuing Disclosure Agreement and the Indenture (including any fees and expenses of its legal counsel), but excluding liabilities which are due to the Trustee’s negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Trustee under the Indenture and payment of the Bonds and discharge of the Indenture. The Trustee shall be a third party beneficiary of Section 4.7(b) and this Section 7.3 for purposes of enforcing its rights under Section 4.7(b) and this Section 7.3.damages suffered or