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Documents to be amended or supplemented in order to be true and correct in all material respects
and not contain any untrue or misleading statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading, then the Borrower shall, at its own expense promptly upon the request of the
Remarketing Agent, amend or supplement the Official Statement or such Disclosure Documents in
form and substance satisfactory to the Remarketing Agent. During the term of this Agreement, the
Borrower shall cooperate with the Remarketing Agent to correct or complete, at the expense of the
Borrower, the Official Statement and such other Disclosure Documents as aforesaid and shall not
refuse any reasonable request of the Remarketing Agent for information concerning the Borrower
for such purposes. The Borrower will not amend or supplement, or request the amendment or
supplementation of, the Official Statement or such Disclosure Documents prior to notifying the
Remarketing Agent in writing of the proposed amendment or supplement thereto.
(g) The Borrower shall, at its own expense, take all steps requested by the Remarketing
Agent that are necessary for the Remarketing Agent to comply with the Rule to the extent that the
Rule is applicable. In addition, the Borrower, at its own expense, will take all steps requested by
the Remarketing Agent that the Remarketing Agent considers necessary to register the sale of the
Bonds by the Remarketing Agent under any Federal or state securities law or qualify the Indenture
under the Trust Indenture Act of 1939 to the extent that such laws or the Trust Indenture Act of
1939 are applicable.
Section 6. Borrower Indemnifications.
(a) The Borrower agrees to pay, defend, protect, indemnify, save and hold harmless the
Remarketing Agent and each affiliate, member, officer, director, official, employee and agent of the
Remarketing Agent, and each person, if any, who controls any of the foregoing within the meaning of
Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934,
as amended (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”) against any liability,
loss, damages, costs, expenses of any nature (including interest and counsel fees), causes of action (whether
in contract, tort or otherwise), suits, claims, demands and judgments of any kind, character and nature
(collectively, the “Liabilities”) caused by or directly or indirectly arising out of or in any way relating to (i)
the performance by the Remarketing Agent of the Remarketing Agent’s obligations under this Agreement,
or those of its employees or agents arising from the performance of such obligations under this Agreement
or (ii) the Bonds, the Project, the loan of the proceeds of the Bonds, the Indenture or any document related
to the foregoing (the “Transaction Documents”) or any transaction or agreement related to any of the
foregoing except for Liabilities arising from gross negligence, fraud, misrepresentation, or willful
misconduct by the Remarketing Agent. This indemnity includes any action taken or omitted within the
scope of this Agreement or any such action taken or omitted upon telephonic, telegraphic or written
instructions received or reasonably believed to have been received by the Remarketing Agent from the
Borrower, the Trustee or the Issuer.
(b) To the fullest extent permitted by applicable law, the Borrower shall also indemnify and
hold harmless the Indemnified Parties against (i) any and all Liabilities, joint or several, to which any of
the Indemnified Parties may become subject under any statute or regulation or at common law or otherwise
and, except as hereinafter provided, will reimburse the Indemnified Parties for any legal or other expense
reasonably incurred by them or any of them in connection with investigating or defending any such
Liabilities, whether or not resulting in any Liability, insofar as such Liabilities arise out of or are based
upon any untrue statement or alleged untrue statement or misleading statement or alleged misleading
statement of a material fact by the Borrower relating to the Borrower, the Project or the private participants
contained in any official statement, offering circular or other document (collectively, the “Disclosure
Documents”) used by the Remarketing Agent and approved by the Borrower in connection with any
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