SECTION 7. FEES AND EXPENSES.
(a) The Placement Agent shall be entitled to a fee in the amount of
$43,750 for its services hereunder, which fee shall be payable by the Obligor on
the date of sale and delivery of the Bonds. The parties hereto recognize and
agree that the Issuer shall have no liability with respect to payment of the
foregoing fee.
(b) The Obligor shall pay all other costs and expenses incurred in
connection with the issuance and placement of the Bonds and the preparation,
execution, delivery and filing of this Agreement, the Private Placement
Memorandum, the Indenture, the Loan Agreement, the Bonds, the Reimbursement
Agreement and any other Related Document, and any other documents which may be
delivered in connection herewith or therewith, including the fees and
disbursements of Bond Counsel, the fees and disbursements of counsel for the
Bank, the fees and disbursements of counsel for the Placement Agent, the fees
and expenses of the Trustee and its counsel, the fees and expenses of the
Issuer, the cost of printing the Bonds, letter of credit fees, the fees and
expenses of accountants and any other experts retained by the Obligor or the
Placement Agent in connection with the issuance and placement of the Bonds.
SECTION 8. INDEMNIFICATION AND CONTRIBUTION.
(a) The Obligor will indemnify and hold harmless the Placement
Agent, its officers and employees, and each person who controls the Placement
Agent within the meaning of Section 15 of the Securities Act of 1933, as
amended, or Section 20(a) of the Securities Exchange Act of 1934, as amended,
(each an "Indemnified Party" and, collectively, the "Indemnified Parties"),
against any losses, claims, damages or liabilities, joint or several, to which
any Indemnified Party may become subject, insofar as such losses, claims,
damages or liabilities, or actions in respect thereof, (i) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in the Obligor's Portion of the Preliminary Private Placement
Memorandum or the Obligor's Portion of the Private Placement Memorandum or any
amendment or supplement thereto or (ii) arise out of or are based upon the
omission or alleged omission to state in the Obligor's Portion of the
Preliminary Private Placement Memorandum or the Obligor's Portion of the Private
Placement Memorandum or any amendment or supplement thereto a material fact
known to the Obligor necessary in order to make the statements made therein, in
the light of the circumstances under which they were made, not misleading. The
foregoing indemnity shall include reimbursement for any legal or other expenses
reasonably incurred by any Indemnified Party in connection with investigating or
defending any such action or claim.
The Placement Agent will, promptly after receiving notice of the
commencement of any action against the Placement Agent in respect of which
indemnification may be sought against the Obligor, notify the Obligor in writing
of the commencement of the action. Failure of the Placement Agent to give such
notice will reduce the liability of the Obligor under this indemnity agreement
by the amount of the damages attributable to the failure to give the notice; but
the failure will not relieve the Obligor from any liability it may have to the
Placement Agent otherwise than under the indemnity agreement in this Section. If
any such action is brought against the Placement Agent and the Placement Agent
notifies the Obligor of its commencement,
8