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<br />I <br /> <br />I <br /> <br />I <br /> <br />the design, construction, installation, operation, use, <br />occupancy, maintenance or ownership of the Project or any <br />part thereof, even if such injuries, damages or destruction <br />directly or indirectly result from, arise out of or relate <br />to, in whole or in part, one or more negligent acts or <br />omissions of the Corporation or its officers, employees, <br />agents, servants or any other party acting for or on behalf <br />of the Corporation. The Corporation shall reimburse the <br />User for payments made by the User to the extent of any <br />proceeds, net of all expenses of collection, actually <br />received by the Corporation from any insurance with respect <br />to the Loss sustained. The Corporation shall have the duty <br />to claim any such insurance proceeds and the Corporation <br />shall assign its rights to such proceeds, to the extent of <br />such required reimbursement, to the User. In case any <br />action shall be. brought against the Corporation, in respect <br />of which indemnity may be sought against the User, the <br />Corporation shall promptly notify the User in writing and <br />the User shall have the right to assume the investigation <br />and defense thereof including the employment of counsel and <br />the payment of all expenses. The Corporation shall have <br />the right to employ separate counsel in any such action and <br />participate in the investigation and defense thereof, but <br />the fees and expenses of such counsel shall be paid by the <br />Corporation unless the employment of such counsel has been <br />authorized by the User. The User shall not be liable for <br />any settlement of any such action without its consent but, <br />if any such action is settled with the consent of the User <br />or if there be final judgment for the plaintiff of any such <br />action, the User agrees to indemnify and hold harmless the <br />Corporation from and against any Loss by reason of such <br />settlement or judgment. The provisions of this paragraph <br />shall survive the expiration or termination of this Agree- <br />ment. . <br /> <br />10. I f wi thin three (3) years from the date hereof <br />(or such later date as shall be mutually satisfactory to <br />the Corporation and the User) the Corporation and the User <br />shall not have agreed to mutually acceptable terms for the <br />Bonds and for the sale and delivery thereof and mutually <br />acceptable terms and conditions of the contract, the User <br />agrees that it will pay the Corporation for all Project <br />Costs which the Corporation shall have incurred and paid or <br />become obligated to pay and this Agreement shall thereupon <br />terminate. In the event that the User elects, prior to any <br />such termination, not to proceed with the issuance of the <br />Bonds for any reason, it shall so nbtify the Corporation in <br />wri ting and shall promptly pay to the Corporation all <br />Project Costs which the Corporation shall have incurred and <br />paid or become obligated to pay prior to such notification, <br /> <br />-8- <br />