02-13-1984 Industrial Development Corporation Board of Directors Meeting (2)

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• ~ r =-'~ CITT OF LA PORTS INDUSTRIAL DEVELOPPIENT CORPORATION Application for Financing Page 6 gation and defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (a) the employment of such counsel has been specifically authorized by the Applicant, in writing, (b) the Applicant has failed to assume the defense and to employ counsel or (c) the named parties to any such action (including any impleaded parties) include both an Indemnified Party and the Applicant, and said Indemnified Party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Applicant (in which case, if the Indemnified Party notifies the Applicant in writing that it elects to employ separate counsel at the Applicant's expense, the Applicant shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the Applicant shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Tndemnified Party, which firm shall be designated in writing by said Indemnified Party). The Indem- nified Party, as a condition of such indemnity, shall use its best efforts to cooperate with the Applicant in the defense of any such action or claim. The Applicant shall not be laible for any settlement of any such action without its consent but, if any such action is settled with the consent of the Applicant or if there be final judgment for the plaintiff in any such action, the Applicant agrees to indemnify and hold harmless the Indemnified Parties from and against any Loss by reason of such settlement or judgment. b: Fees and Expenses: Applicant agrees to pay all reasonable and necessary costs, expenses and fees incurred by the Corporation in connection with the issuance of the bonds or in connection with the Project, including but not limited to the out-of-pocket expenses incurred by the Corporation's personnel; fees for legal services and out-of-pocket expenses of the Corporation's General Counsel and any special counsel (such legal services to be charged at the normal hourly rate multiplied by the number of hours spent); fees and out-of-pocket expenses for consulting advice of the Corporation's consuling engineers; '* fees and expenses required in connection with the underwriting or placement of the Bonds; fees and out-of-pocket expenses of Bond Counsel; fees and out-of-pocket expenses of the trustee; all recording costs; Blue Sky and legal investment survey costs, rating agencies; fees and printing costs; and all