This page uses extracted PDF text. Text can misread numbers, dates or table columns. Check the PDF before quoting or interpreting it. Redacted areas remain redacted.
remarketing of the Bonds (including any disclosure materials or offering circular furnished to the
Remarketing Agent), or arise out of or are based upon the omission or alleged omission from the Disclosure
Documents of any material fact relating to the Borrower, the Project or the private participants 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, except to the extent that such Liabilities are caused by an untrue statement
or alleged untrue statement in, or omission or alleged omission from, information furnished in writing by
or on behalf of the Remarketing Agent expressly for use therein; and (ii), if the Borrower takes any action
or consents to the taking of any action, including, but not limited to, consents to amendments or supplements
to any of the documents related to the financing transaction or to the Bonds without first obtaining the
consent of the Remarketing Agent, against any and all Liabilities, joint or several, to which the Indemnified
Parties or any of them may become subject under the Securities Act of 1933, the Securities Exchange Act
of 1934, the Trust Indenture Act of 1939, the rules or regulations under said acts, or any amendment to any
of said acts, to the extent that such Liabilities arise out of or are based upon the failure to register the Bonds
under the Securities Act of 1933 or to qualify the Indenture under the Trust Indenture Act of 1939.
(c) Promptly after receipt by an Indemnified Party of notice of the commencement of any
action in respect of which indemnification may be sought against the Borrower under paragraphs (a) or (b)
of this Section, such Indemnified Party shall notify the Borrower in writing; but the omission to so notify
the Borrower will not relieve the Borrower from any Liability which it may be under to any Indemnified
Party otherwise than under paragraphs (a) or (b) of this Section nor affect any rights it may have otherwise
than under this Section to participate in and/or assume the defense of any action brought against any
Indemnified Party. In case such action is brought against any Indemnified Party, and it notifies the Borrower
of the commencement thereof, the Borrower shall be entitled to participate in, and, to the extent that it so
chooses, to assume the defense thereof (including the employment of counsel reasonably satisfactory to the
Indemnified Party), and the Borrower shall assume the payment of all fees and expenses relating to such
defense and shall have the right to negotiate and consent to the settlement thereof. Any one or more of the
Indemnified Parties shall have the right to employ separate counsel in any such action and to participate in
the defense thereof, but, after notice from the Borrower to such Indemnified Party of its election to assume
the defense thereof, the fees and expenses of such separate counsel shall be at the sole expense of such
Indemnified Party unless the employment of such counsel has been specifically authorized in writing by
the Borrower. The Borrower shall not be liable for any settlement of any such action effected without its
consent, but if settled with the consent of the Borrower, or if there be a final judgment for the plaintiff in
any such actions to which the Borrower has received notice in writing as hereinabove required, the
Borrower agrees to indemnify and hold harmless the Indemnified Party from and against any Liability by
reason of such settlement or judgment.
(d) The indemnity provided by this Section shall be in addition to any other liability that the
Borrower may otherwise have hereunder, under the Loan Agreement, at common law or otherwise and is
provided solely for the benefit of each of the Indemnified Parties and their respective successors, assigns
and legal representatives, and no other person shall acquire or have any right under or by virtue of such
provisions of this Agreement.
(e) In order to provide for just and equitable contribution in circumstances in which the
indemnity provided for in paragraphs (a) or (b) of this Section is for any reason held to be unavailable from
the Borrower with respect to matters covered by such paragraphs (a) or (b), the Borrower, on the one hand,
and the Remarketing Agent, on the other hand, with respect to such matter, shall contribute to the aggregate
Liabilities to which the Borrower, on the one hand, and the Remarketing Agent, on the other hand, may be
subject proportionately so that the Remarketing Agent is responsible for that portion represented by the
percentage that the underwriting discount or placement fee, if any, payable to the Remarketing Agent
hereunder with respect to the distribution in question, bears to the aggregate offering price, with the
Borrower responsible for the balance, provided that in no event shall the Remarketing Agent be required to
7Jump to an indexed page (744 of 744)