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contained in the Preliminary Official Statement, as of its date and the date hereof, and the final Official
Statement, as of its date and the Closing Date, under the headings “PLAN OF FINANCING,” “THE
PROJECT AND THE PRIVATE PARTICIPANTS,” “CERTAIN BONDHOLDERS’ RISKS” (but only
with respect to those risks that expressly relate to the Borrower, the other private participants or the Project),
“NO LITIGATION – The Borrower,” and “CONTINUING DISCLOSURE,” or caused by any omission or
alleged omission from the above-referenced sections of the Preliminary Official Statement, as of its date
and the date hereof, and the final Official Statement, as of its date and the Closing Date, of any material
fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading.
(ii) The Borrower agrees to pay, defend, protect, indemnify, save and hold harmless the
Issuer and each affiliate, member, officer, director, official, supervisor, employee and agent past, present
and future of the Issuer 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 (collectively referred to herein as the “Issuer Indemnified Parties” and together with the
Underwriter Indemnified Parties, the “Indemnified Parties”), against any and all Liabilities caused by or
directly or indirectly arising from or in any way relating to (A) the Borrower’s obligations relating to the
Transaction Documents or any transaction or agreement, written or oral, pertaining to the foregoing; or (B)
any untrue or misleading statement or alleged untrue or alleged misleading statement of a material fact
contained in the Official Statement (other than the Issuer Portion) or caused by any omission or alleged
omission from the Official Statement (other than the Issuer Portion) of any material fact necessary to be
stated therein in order to make the statements made therein, in light of the circumstances under which they
were made, not misleading; provided, however, this Section shall not apply to any Liability arising from
the gross negligence or willful misconduct of the Issuer and shall not be construed to modify the
indemnification provisions of the Loan Agreement.
(b) The Borrower also agrees to pay, defend, protect, indemnify, save and hold harmless the
Underwriter and each affiliate, member, officer, director, official, employee and agent of the Underwriter
from and against the Liabilities directly or indirectly arising from or relating to any errors or omissions of
any nature whatsoever contained in any legal proceedings or other official representation or inducement
made by the Issuer pertaining to the Bonds.
(c) Any Indemnified Party shall notify the Borrower of the existence of any Liability to which
this indemnification obligation would apply and shall give to the Borrower an opportunity to defend the
same at the Borrower’s expense and with counsel satisfactory to the Indemnified Party, provided that the
Indemnified Party shall at all times also have the right to fully participate in the defense and shall have the
right to review and approve or disapprove any compromise or settlement which approval shall not be
unreasonably withheld. If there may be legal defenses available to the Indemnified Party that are different
from or in addition to those available to the Borrower, if conflicts of interest exist or arise between the
Borrower and the Indemnified Party or if the Borrower shall, after this notice and within a period of time
necessary to preserve any and all defenses to any claim asserted, fail to assume the defense or to employ
counsel for that purpose satisfactory to the Indemnified Party, the Indemnified Party shall have the right,
but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on
behalf of, for the account of, and at the risk and expense of, the Borrower. Notwithstanding the foregoing
provisions of this Section 5, the Borrower shall not be personally liable for the payment of principal or
interest on the Loan.
(d) In order to provide for just and equitable contribution in circumstances in which the
indemnity provided for in paragraph (a) or (b) of this Section is for any reason held to be unavailable, the
Borrower and the Underwriter shall contribute proportionately to the aggregate Liabilities to which the
Borrower and the Indemnified Parties may be subject, so that the Underwriter is responsible for that portion
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