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possession, conduct, or management of, or any work done in or about the School Facilities,
<br /> or from the planning, design, acquisition, or construction of the School Facilities or any
<br /> part thereof; and (ii) any untrue statement or alleged untrue statement of any material fact
<br /> or the omission or alleged omission to state a material fact necessary to make the statements
<br /> made not misleading in any statement, information, or material furnished by the Company,
<br /> including but not limited to any financial information, for use in any official statement of
<br /> the Company authorized in connection with the sale of the Bonds and (iii) the Trustee's
<br /> acceptance or administration of the Indenture or the trusts thereunder or the performance
<br /> of the Trustee's duties thereunder or under this Loan Agreement. The Company also
<br /> covenants and agrees at its expense to pay and to indemnify and save the Issuer, the Issuer
<br /> Indemnified Parties, and the Trustee and its officials, directors, officers, employees,
<br /> attorneys and agents harmless of, from, and against all costs, reasonable counsel fees,
<br /> expenses, and liabilities incurred in any action or proceeding brought by reason of any such
<br /> claim or demand. In the event that any action or proceeding is brought against the Issuer,
<br /> the Issuer Indemnified Parties, or the Trustee and its officials, directors, officers,
<br /> employees, attorneys and or agents by reason of any such claim or demand, the Company,
<br /> upon notice from the Issuer, the Issuer Indemnified Parties, or the Trustee and its officials,
<br /> directors, officers, employees, attorneys and or agents covenants to resist and defend such
<br /> action or proceeding on behalf of the Issuer, the Issuer Indemnified Parties, or the Trustee
<br /> and its officials, directors, officers, employees, attorneys and or agents. Notwithstanding
<br /> the foregoing, neither the Issuer and the Issuer Indemnified Parties nor the Trustee and its
<br /> officials, directors, officers, employees, attorneys and agents shall be indemnified against
<br /> costs, counsel fees or expenses, or liability for damage arising out of bodily injury to
<br /> persons or damage to property or any other claims or acts caused by the gross negligence
<br /> or the willful misconduct of the party seeking indemnity.
<br /> (b) It is the intention of the parties hereto that the Issuer and the Issuer
<br /> Indemnified Parties shall not incur any pecuniary liability by reason of the terms of this
<br /> Loan Agreement or the undertakings required of the Issuer hereunder, by reason of the
<br /> issuance of the Bonds, by reason of the execution of the Indenture or this Loan Agreement
<br /> or by reason of the performance of any act requested of the Issuer by the Company, or by
<br /> reason of any audit or investigation initiated by the Internal Revenue Service, the
<br /> Minnesota Department of Revenue, or any other federal or state agency relating to the
<br /> Bonds, the Company, the Charter School, the Trustee or the transactions contemplated
<br /> herein or in the Indenture, including all claims, liabilities or losses arising in connection
<br /> with the violation of any statutes or regulations pertaining to the foregoing; nevertheless,
<br /> if the Issuer or the Issuer Indemnified Parties should incur any such pecuniary liability,
<br /> then in such event the Company shall indemnify and hold the Issuer and the Issuer
<br /> Indemnified Parties harmless against all claims by or on behalf of any person, firm or
<br /> corporation or other legal entity arising out of the same and all costs and expenses incurred
<br /> in connection with any such claim or in connection with any action or proceeding brought
<br /> thereon, except from claims arising from the willful, malicious or negligent acts of the
<br /> Issuer or the Issuer Indemnified Parties, and upon notice from the Issuer, the Company
<br /> shall defend the Issuer and the Issuer Indemnified Parties in any such action or proceeding.
<br /> (c) The Issuer shall not be obligated to pay the principal of or interest on the
<br /> Bonds, except from money and assets received by the Trustee on behalf of the Issuer
<br /> 32
<br /> 730911770
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