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<br />. <br /> <br />e <br /> <br />e <br /> <br />e <br /> <br />e <br /> <br />. <br /> <br />e <br /> <br />.;, <br /> <br />e <br /> <br />e <br /> <br />defenses available to it which are different from or additional to those <br />available to the User (in which case, if the Indemnified Party notifies <br />the User in, writing that it elects to employ separate counsel at the <br />User's expense, the User shall not have the right to assume the defense <br />of such action on behalf of such Indemnified Party, it being understood, <br />however, that the User shall not, in connection with anyone such action <br />or separate but substantially similar or related actions in the same <br />jurisdiction arising out of the same general allegations or <br />circumstances, be liable for the reasonable fees and expenses of more <br />than one separate firm of attorneys for the Indemnified Parties <br />[provided that any Indemnified Party which has been advised by counsel <br />that there may be one or more legal defenses available to it which are <br />different from or additional to those available to any other Indemnified <br />Party shall have the right to employ separate counsel whose fees and <br />expenses shall be paid by the User], which firm shall be designated in <br />writing by said Indemnified Party). The Indemnified Party, as a <br />condition of such indemnity, shall use its best efforts to cooperate <br />with the User in the defense of any such action or claim. The User <br />shall not be liable for any settlement of any such action without its <br />consent but, if any such action is settled with the consent of the User <br />or if there be final judgment for the plaintiff in such action, the User <br />agrees to indemnify and hold harmless the Indemnified Party from and <br />against any Loss by reason of such settlement or judgment. The provi- <br />sions of this paragraph shall survive the expiration or termination of <br />this Agreement to Issue Bonds. <br /> <br />7. If within three (3) years from the date hereof (or such later <br />date as shall be mutually satisfactory to the Corporation and the User) <br />the Corporation and the User shall not have agreed to mutually accept- <br />able terms for the Bonds and for the sale and delivery thereof and <br />mutually acceptable terms and conditions of the Agreement, the User <br />agrees that it will pay the Corporation for all unpaid Project Costs <br />which the Corporation shall have incurred and this Agreement to Issue <br />Bonds shall thereupon terminate. In the event that the User elects, <br />prior to any such termination, not to proceed with the issuance of the <br />Bonds for any reason, it shall so notify the Corporation in writing and <br />shall promptly pay to the Corporation all Project Costs incurred by the <br />Corporation prior to such notification, and if payment is so made, the <br />User's obligations under paragraph 5 above shall terminate from and <br />after the date of such notification. <br /> <br />8. The User may, without the consent of the Corporation, transfer <br />or assign this Agreement to Issue Bonds or transfer or assign any or all <br />of its rights and delegate any or all of its duties hereunder to any of <br />its subsidiaries or affiliates currently existing or hereafter created, <br />but no such transfer, assignment or delegation shall, without the writ- <br />ten consent and approval of the Corporation, relieve the User of its <br /> <br />-6- <br />