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<br />and (C) in accordance with the orders and directives of all federal, state and local governmental
<br />authorities.
<br />
<br />The Corporation shall protect, indemnify and hold the Trustee, the Issuer, its Commission
<br />Members, officers, employees and agents, harmless from and against any and all claims,
<br />proceedings, lawsuits, liabilities, damages, losses, fines, penalties, judgments, settlements, awards,
<br />costs and expenses (including, without limitation, reasonable attorney fees and costs and expenses
<br />of investigation and proof) which arise out of or relate in any way to any generation, use, handling,
<br />production, transportation, disposal or storage of any Hazardous Materials, in, on, under, or about
<br />the Facilities by the Corporation or any person acting on behalf of or at the direction or the
<br />Corporation, including, without limitation: (i) all foreseeable and all unforeseeable consequential
<br />damages directly or indirectly arising out of (A) the use, generation, storage, discharge or disposal
<br />of Hazardous Materials by the Corporation, or persons acting on behalf of or at the direction of the
<br />Corporation, or (B) any residual contamination affecting any natural resource or the environment,
<br />and (ii) the costs of any required or necessary repair, cleanup, or detoxification of the Facilities and
<br />the preparation of any closure or otherrequired plans (all such costs, damages, and expenses referred
<br />to in this Section 7.11 hereafter referred to as "Expenses"). In addition, the Corporation agrees that
<br />in the event any Hazardous Material is caused to be removed from the Facilities by the Corporation,
<br />the Issuer, or any other person or entity, such Hazardous Material shall be considered generated,
<br />transported or disposed of solely in the name ofthe Corporation and the Corporation shall assume
<br />any and all liability for such removed Hazardous Material. The indemnification of the Issuer by the
<br />Corporation shall be a continuing indemnification and shall remain in full force and effect
<br />notwithstanding the expiration or termination of this Loan Agreement.
<br />
<br />As used herein, the term Hazardous Material shall mean: (i) oil, flammable substances,
<br />explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any
<br />other substances, materials or pollutants which (1) pose a hazard to the Facilities, to adjacent
<br />premises or to persons on or about the Facilities or adjacent premises, (2) substances which cause
<br />the Facilities to be in violation of any local, state or federal law, rule, regulation or ordinance, or (3)
<br />substances which are defined as or included in the definition of "hazardous substances," "hazardous
<br />wastes," "hazardous materials," or "toxic substances" or words of similar import under any
<br />applicable local, state or federal law or under the regulations, policy guidelines or other publications
<br />adopted or promulgated pursuant thereto, including, but not limited to: (A) the Comprehensive
<br />Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. ~9601,
<br />et ~.; (B) the Hazardous Materials Transportation Act, as amended 49 V.S.C. ~ 1801, et ~.; (C)
<br />the Resource Conservation and Recovery Act, as amended, 42 U.S.C. ~6901, et seq.; (D) the Clean
<br />Air Act, 42 U.S.C. ~7412; (E) the Toxic Substance Control Act, 15 U.S.c. ~2601, et seq.; (F) the
<br />Clean Water Act, 33 U.S.C. ~~ 1317 and 1321(b)(2)A; and (G) rules, regulations, ordinances and
<br />other publications adopted or promulgated pursuant to the aforesaid laws; (ii) asbestos in any form
<br />which is or could become friable, urea formaldehyde foam insulation, and (iii) any other chemical,
<br />material or substance, exposure to which is prohibited, limited or regulated by any governmental
<br />authority or mayor could pose a hazard to the health and safety or property interests of the
<br />
<br />7-8
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