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<br />8
<br />Purchase by us of the Bonds shall be conclusive evidence of compliance to our
<br />satisfaction by the Issuer and the Corporation of their obligations under this Section 7.
<br />8. Indemnification. The Corporation will indemnify and hold harmless the
<br />Underwriter and the Issuer, including its members, officers and employees, and each person, if
<br />any, who controls the Underwriter or the Issuer (in this paragraph separately and collectively
<br />referred to as the ”defendants”) within the meaning of the Securities Act of 1933, as amended,
<br />and the Securities Exchange Act of 1934, as amended, from and against any and all losses,
<br />claims, damages, expenses or liabilities, joint or several, to which they or any of them may
<br />become subject under the Securities Act of 1933, as amended, and the Securities Exchange Act
<br />of 1934, as amended, or under any other statute or at common law or otherwise, and, except as
<br />hereinafter provided, will reimburse the defendant for any legal or other expenses reasonably
<br />incurred by them or any of them in connection with investigating or defending any actions
<br />whether or not resulting in any liability, insofar as such losses, claims, damages, expenses or
<br />losses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue
<br />statement of a material fact contained in the information in the Official Statement concerning the
<br />Corporation, the Guarantor, their affiliates, the Project, the security for the Bonds, Bondholders
<br />Risks, and the estimated sources and application of funds, including all information in
<br />Appendices A, B and C to the Official Statement (or such information in the Official Statement
<br />as from time to time amended or supplemented), but other than information in the sections
<br />captioned “THE ISSUER,” “THE SERIES 2021D BONDS – Book-Entry System ,” “TAX
<br />EXEMPTION,” “OTHER TAX CONSIDERATIONS” and “UNDERWRITING,” or arise out of
<br />or are based upon the omission or alleged omission of a material fact necessary in order to make
<br />the statements in such information not misleading. Promptly after receipt by a defendant of
<br />notice of the commencement of any action in respect of which indemnity may be sought against
<br />the Corporation under this Section, such person will notify the Corporation in writing of the
<br />commencement thereof, and, subject to the provisions hereinafter stated, the Corporation shall
<br />assume the defense of such action (including the employment of counsel, who shall be counsel
<br />satisfactory to the Underwriter, the Issuer or such controlling person, as the case may be) and the
<br />payment of expenses insofar as such action shall relate to any alleged liability in respect of which
<br />indemnity may be sought against the Corporation. A defendant shall have the right to employ
<br />separate counsel in any such action and to participate in the defense thereof, and the fees and
<br />expenses of such counsel shall be at the expense of the Corporation but only (i) with respect to
<br />the Underwriter, if the counsel selected by the Underwriter has been approved by the
<br />Corporation, which approval shall not be unreasonably withheld, or (ii) in the reasonable
<br />judgment of the defendant, such separate counsel is advisable by reason of any actual or potential
<br />conflict of interest or by reason of separate defenses. The Corporation shall not be liable to
<br />indemnify any person for any settlement of any such action effected without its consent.
<br />To the same extent as the foregoing indemnity contained in this Section from the
<br />Corporation to the Underwriter and the Issuer and each person, if any, who controls the
<br />Underwriter, the Underwriter agrees to indemnify and hold harmless the Corporation and the
<br />Issuer and each person, if any, who controls the Corporation within the meaning of the Securities
<br />Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (hereinafter in
<br />this paragraph separately and collectively referred to as the “defendants”), with reference to any
<br />untrue statement, error, misstatement or omission or allegation thereof in the Official Statement,
<br />but only if furnished in writing specifically for use therein by the Underwriter. In case any such
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