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<br />installation of Santa Ana Facilities, Santa Ana agrees to execute and deliver such certifications
<br />and agreements as may be reasonably required in order for bond counsel to conclude that interest
<br />on such Bonds will be excluded from gross income under Section 103 of the Internal Revenue
<br />Code of 1986.
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<br />Section 7. Indemnification. Tustin agrees to protect, indemnify, defend and hold Santa
<br />Ana, and its officers, employees and agents, and each of them, harmless from and against any
<br />and all claims, losses, expenses, suits actions, decrees, judgments, awards, attorneys' fees and
<br />court costs which Santa Ana, or its officers, employees and agents, or any combination thereof,
<br />may suffer or which may be sought against or recovered or obtained from Santa Ana, or its
<br />officers, employees or agents, or any combination thereof, as a result of or by reason of or arising
<br />out of or in consequence of the acquisition, construction, installation, operation, maintenance or
<br />utilization of the Tustin Facilities. If Tustin fails to do so, Santa Ana shall have the right, but not
<br />the obligation, to defend the same and charge all of the direct and incidental costs of such
<br />defense, including any attorneys' fees or court costs, to and recover the same from Tustin.
<br />
<br />No indemnification is required to be paid by Tustin for any claim, loss or expense arising
<br />from the willful misconduct or negligence of Santa Ana, or its officers, employees or agents.
<br />
<br />Santa Ana agrees to protect, indemnify, defend and hold Tustin and the Community
<br />Facilities District, and their respective officers, employees and agents, and each of them,
<br />harmless from and against any and all claims, losses, expenses, suits actions, decrees, judgments,
<br />awards, attorneys' fees and court costs which Tustin or the Community Facilities District, or
<br />their respective officers, employees and agents, or any combination thereof, may suffer or which
<br />may be sought against or recovered or obtained from Tustin or the Community Facilities District,
<br />or their respective officers, employees or agents, or any combination thereof, as a result of or by
<br />reason of or arising out of or in consequence of the acquisition, construction, installation,
<br />operation, maintenance or utilization of the Santa Ana Facilities. If Santa Ana fails to do so,
<br />Tustin and the Community Facilities District shall have the right, but not the obligation, to
<br />defend the same and charge all of the direct and incidental costs of such defense, including any
<br />attorneys' fees or court costs, to and recover the same from Santa Ana.
<br />
<br />No indemnification is required to be paid by Santa Ana for any claim, loss or expense
<br />arising from the willful misconduct or negligence of Tustin or the Community Facilities District,
<br />or their respective officers, employees or agents.
<br />
<br />Section 8. Nature of Al!reement; Allocation of Special Taxes. This Facilities
<br />Agreement shall constitute a joint community facilities agreement entered into pursuant to
<br />Sections 53316.2, 53316.4 and 53316.6 of the Act. The entire amount of the proceeds of the
<br />Special Taxes shall be allocated and distributed to Tustin.
<br />
<br />Section 9. Third-Party Beneficiarv. If and when established, the Community Facilities
<br />District shall be a third-party beneficiary of this Facilities Agreement.
<br />
<br />Section 10. Limitation of Ril!hts to Parties. Nothing in this Facilities Agreement
<br />expressed or implied is intended or shall be construed to give to any person other than Tustin,
<br />Santa Ana and the Community Facilities District, any legal or equitable right, remedy or claim
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<br />DOCSLALSl7226.3
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