Industrial Development Certificate of Resolutions Agreement to Issue Bonds

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. . e e adv~sed by' such counsel that there may be one or more legal defenses available to it which are different from or additional to those avail- able to the User (in which case, if the Indemnified Party notifies the User in writing that it elects to employ separate counsel at the User's expense, the User shall nQt have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the User shall not, in connection with anyone such action or separate but substantially similar or related actions in the same juris- diction arising out of the same general allegations or circumstanc~s, be iiable for the reasopable fees and expenses of more than one separate firm of attorneys for the Indemnified Parties [provided that any Indemnified Party which has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to any other Indemnified Party shall have the right to employ separate counsel whose fees and expenses shall be paid by the User], which firm shall be designated in writing by said Indemnified Party). The Indemnified Party, as a condition of such indemnity, shall use its best efforts to cooperate with the User in the defense of any such action or claim. The User shall not be liable for any settlement of any such action without its consent but, if any such action is settled with the consent of the User or if there be final judgment for the plaintiff in such action, the User agrees to indemnify and hold harmless the Indemnified Party from and against any Loss by reason of such settlement or judgment. The provisions of this paragraph. s~all survive the expiration or termination of this Agreement to Issue Bonds. 7. If within three (3) years from the date hereof (or such later date as shall be mutually satisfactory to the Corporation and the User) the Corporation and the User shall not have agreed to mutually accept- able terms for the Bonds and for the sale and delivery thereof and mutually acceptable terms and conditions of the Agreement, the User agrees that it will pay the Corporation for all unpaid Project Costs which the Corporation shall have incurred and this Agreement to Issue Bonds shall thereupon terminate. In the event that the User elects, prior to any such termination, not to proceed with the issuance of the Bonds for any reason, it shall so notify the Corporation in writing and shall promptly pay to the Corporation all Project Costs incurred by the Corporation prior to such notification, and if payment is so made, the User's obligations under paragraph 5 above shall terminate from and after the date of such notification. - 8. The User may, without the consent of the Corporation, transfer or ,assign this Agreement to Issue Bonds or transfer or assign any or all of its rights and delegate any or all of its duties here~~der to any of its subsidiaries or affilia~es currently existing or here~fter created, -6-