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85-"* 006350 <br />corporation or other legal entity arising in any manner <br />from the transaction of which this Agreement is a part <br />or arising in any manner in connection with the Project <br />or the financing of the Project including, without <br />limiting the generality of the foregoing, arising from <br />(i) the work done on the Project or the operation of the <br />Project during the Lease Term, or (ii) any breach or <br />default on the part of Company in the performance of any <br />of its obligations under this Agreement, or (iii) the <br />Project or any part thereof, or (iv) any violation of <br />contract, agreement of restriction by Company relating <br />to the Project, or (v) any violation of law, ordinance <br />or regulation affecting the Project or any part thereof <br />or the ownership or occupancy or use thereof. Upon <br />notice from Issuer or Trustee, Company shall defend <br />Issuer and Trustee or either of them in any action or <br />proceeding brought in connection with any of the above. <br />(b) It is the intention of the parties that Issuer <br />and its officers, employees and agents shall not incur <br />pecuniary liability by reason of the terms of this <br />Agreement or by reason of the undertakings required of <br />Issuer or its officers, employees and agents hereunder <br />in connection with the issuance of the Bonds, the <br />execution of the Indenture, the performance of any act <br />required of Issuer or its officers, employees and agents <br />by this Agreement, or the performance of any act <br />requested of Issuer or its officers, employees and <br />agents by Company or in any way arising from the <br />transaction of which this Agreement is a part or arising <br />in any manner in connection with the Project or the <br />financing of the Project; nevertheless, if Issuer or its <br />officers, employees and agents should incur any such <br />pecuniary liability, then in such event Company shall <br />indemnify and hold Issuer and its officers, employees <br />and agents harmless against all claims by or on behalf <br />of any person, firm or corporation or other legal <br />entity, arising out of the same, and all costs and <br />expenses incurred in connection with any such claim or <br />in connection with any action or proceeding brought <br />thereon, and upon notice from Issuer, Company shall <br />defend Issuer and its officers, employees and agents in <br />any such action or proceeding. <br />(c) The provisions of this Section 8.2 shall not <br />apply to errors or omissions by Issuer or a breach of <br />its obligations to third parties, not caused or induced <br />by Company or breaches by Trustee of its obligations <br />under the Indenture. <br />-37- <br />u <br />