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the Partnership Agreement to memorialize the transfers or removal described above. The parties agree that
this Section shall control to the extent of any conflict in any Subordinate Bond Documents.
Section 5.3 Indemnification. The Borrower releases the Issuer and the Trustee from, agrees
that the Issuer and the Trustee shall not be liable for, and indemnifies, defends and holds the Issuer and the
Trustee harmless from and against, any and all liabilities, claims, costs and expenses and reasonable
attorneys’ fees imposed upon, incurred or asserted against the Issuer or the Trustee on account of: (a) any
loss or damage to property or injury to or death of or loss by any person that may be occasioned by any
cause whatsoever pertaining to the acquisition, rehabilitation, financing, occupation, possession,
management, equipping, furnishing, maintenance, operation and use of the Project or from any work or
thing done in or about the Project site, or any sidewalks, passageways, driveways, curbs, vaults and vault
space, streets or parking areas on the Project site or adjacent thereto; (b) any breach or default on the part
of the Borrower in the performance of any covenant or agreement of the Borrower under this Loan
Agreement, the Regulatory Agreement, the Promissory Note or any related document, or arising from any
act or failure to act by the Borrower, or any of its agents, contractors, servants, employees or licensees; (c)
the Borrower’s failure to comply with any requirement of this Loan Agreement including the covenant in
Section 5.4 hereof; (d) any action taken or omitted to be taken by the Issuer or the Trustee under this Loan
Agreement, the Indenture or the Regulatory Agreement; (e) the issuance of the Bonds; and (f) any claim,
action or proceeding brought with respect to any matter set forth in clause (a), (b), (c), (d), or (e) above;
provided, however, that the indemnification provided in this Section shall not apply to any matter arising
or resulting from the gross negligence or willful misconduct of the party proposed to be indemnified
hereunder.
The Borrower agrees to indemnify the Trustee for and to hold it harmless against all liabilities,
claims, costs and expenses incurred without negligence or willful misconduct on the part of the Trustee, on
account of any action taken or omitted to be taken by the Trustee in accordance with the terms of this Loan
Agreement, the Bonds, the Regulatory Agreement, the Promissory Note, or the Indenture, any action taken
at the request of or with the consent of the Borrower or any loss, liability, damage, claim, tax or expense
incurred by it, arising out of or in connection with the acceptance or administration of the Indenture or the
trusts thereunder or the performance of its powers or duties thereunder or under this Loan Agreement, the
Bonds, the Indenture, the Regulatory Agreement, the Promissory Note or any other document relating to
the Bonds, including the costs and expenses of the Trustee in defending itself against any such claim, action
or proceeding brought in connection with the exercise or performance of any of its powers or duties under
this Loan Agreement, the Bonds, the Indenture, the Regulatory Agreement, or the Promissory Note.
In case any action or proceeding is brought against the Issuer or the Trustee in respect of which
indemnity may be sought hereunder, the party seeking indemnity promptly shall give notice of that action
or proceeding to the Borrower, and the Borrower upon receipt of that notice shall have the obligation and
the right to assume the defense of the action or proceeding; provided, that failure of a party to give that
notice shall not relieve the Borrower from any of its obligations under this Section unless that failure
prejudices the defense of the action or proceeding by the Borrower and then only to the extent that such
failure prejudices the defense of such action or proceeding by the Borrower. The indemnified party shall
have the right to employ separate counsel in any such action or proceedings and to participate in the defense
thereof, but, unless such separate counsel is employed with the approval and consent of the Borrower, or
because the indemnified party has been advised by counsel that there may be a conflict of interest between
the Borrower and the indemnified party or the Trustee believes in good faith that there are defenses available
to it which are adverse to or in conflict with those available to the Borrower and which the Issuer or the
Trustee believes in good faith cannot be effectively asserted by common counsel, the Borrower shall not be
required to pay the fees and expenses of such separate counsel. The Borrower shall not be liable for any
settlement made without its consent, which consent shall not be unreasonably withheld, conditioned or
delayed, and the Borrower agrees that it will not settle any claim or action to which the Trustee or the Issuer
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