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opinion of Independent Counsel that the duties and obligations of the Company under this
<br />Agreement are enforceable against transferee.
<br />Section 7.3 Release and Indemnification Covenants.
<br />(a) The Company shall and hereby agrees, at its expense, to pay, and to
<br />indclnnify and save the Issuer, the Trustee and their directors, officers, employees and
<br />agents harmless against and from any and all claims, damages, demands, expenses,
<br />liabilities and taxes of any character or nature whatsoever regardless of by whom
<br />imposed, and losses of every conceivable kind, character and nature whatsoever
<br />including, but not limited to, claims for loss or damage to any property or injury to or
<br />death of any person, asserted by or on behalf of any person, firm, corporation or
<br />governmental authority arising out of, resulting from, or in any way connected with (i)
<br />the Schoolhouse or the conditions, occupancy, use, possession, conduct or management
<br />of, or any work done in or about the Schoolhouse, or from the planning, design,
<br />acquisition or construction of the Schoolhouse or any part thereof, and (ii) any untrue
<br />statement or alleged untrue statement of any material fact or the omission or alleged
<br />omission to state a material fact necessary to make the statements made not misleading in
<br />any statement, information or material furnished by the Company, including but not
<br />limited to any financial information, for use in any official statement utilized by the
<br />Original Purchaser in connection with the sale of the Bonds. The Company also
<br />covenants and agrees at its expense to pay and to indemnify and save the Issuer, the
<br />Trustee and their directors, officers, employees and agents harmless of, from and against,
<br />all costs, reasonable counsel fees, expenses and liabilities incurred in any action or
<br />proceeding brought by reason of any such claim or demand. In the event that any action
<br />or proceeding is brought against the Issuer, the Trustee or any of their directors, officers,
<br />employees or agents by reason of any such claim or demand, the Company, upon notice
<br />from the Issuer or the Trustee, covenants to resist and defend such action or proceeding
<br />on behalf of the Issuer, the Trustee or any of their directors, officers, employees or
<br />agents. Notwithstanding the foregoing, neither the Issuer, the Trustee, nor any of their
<br />directors, officers, employees and agents shall be indemnified against costs, counsel fees
<br />or expenses or liability for damage arising out of bodily injury to persons or damage to
<br />property or any other claims or acts caused by their own gross negligence or willful
<br />misconduct.
<br />(b) It is the intention of the parties hereto that the Issuer, its officials and
<br />employees, shall not incur any pecuniary liability by reason of the terms of this
<br />Agreement or the undertakings required of the Issuer hereunder, by reason of the issuance
<br />of the Bonds, by reason of the execution of the Indenture or this Agreement or by reason
<br />of the performance of any act requested of the Issuer by the Company, including all
<br />claims, liabilities or losses arising in connection with the violation of any statutes or
<br />regulations pertaining to the foregoing; nevertheless, if the Issuer, its officials or
<br />employees should incur any such pecuniary liability, then in such event the Company
<br />shall indemnify and bold the Issuer, its officials or employees harmless against alt claims
<br />by or on behalf of any person, firm or corporation or other legal entity arising out of the
<br />same and all costs and expenses incurred in connection with any such claim or in
<br />connection with any action or proceeding brought thereon, except from claims arising
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