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Attachment C (vii)the enforcement of, or any action taken by the Governmental Lender, the Fiscal Agent or the Funding Lender Representative related to remedies under this Project Loan Agreement, the Funding Loan Agreement or any other Financing Document; (viii)any untrue statement of a material fact or alleged untrue statement of a material fact by the Borrower contained in any offering statement or document for the Governmental Note or any of the Financing Documents to which the Borrower is a party, or any omission or alleged omission by the Borrower of a material fact from any offering statement or document for the Governmental Note or any of the Financing Documents to which the Borrower is a party necessary to be stated therein in order to make the statements made therein by the Borrower, in the light of the circumstances under which they were made, not misleading; (ix) any Determination of Taxability with respect to the Governmental Note or allegations (or regulatory inquiry) that interest on the Governmental Note is includable in gross income for federal income tax purposes (except to the extent taxable under Section 147(a) of the Code or any successor provision of the Code and applicable Treasury Regulations or any successor law or regulation); (x) any audit or inquiry by the Internal Revenue Service, the State Auditor, or the Minnesota Department of Revenue with respect to the Project and/or the tax-exempt status of interest earned on the Governmental Note; or (xi) the Fiscal AgentÓs acceptance or administration of the trust of the Funding Loan Agreement, or the exercise or performance of any of its powers or duties thereunder or under any of the documents relating to the Governmental Note to which it is a party; except (A) in the case of the foregoing indemnification of the Fiscal Agent, or any of its respective officers, commissioners, members, directors, officials, employees, attorneys, and agents, to the extent such Losses are caused by the negligence, unlawful acts, or willful misconduct of such Indemnified Party; or (B) in the case of the foregoing indemnification of the Servicer, the Financial Monitor, the Funding Lender or the Governmental Lender or any of it or their respective officers, governing commissioners, members, managers, directors, officials, employees, attorneys, partners, shareholders and agents, to the extent such Losses are caused by the gross negligence or willful misconduct of such Indemnified Party. Notwithstanding the foregoing, during the Permanent Phase, nothing in this Section 6.01(a) shall impose any recourse liability on the Borrower or its partners for the payment of any principal of or interest or any Prepayment Premium on the Project Loan. (b) Procedures. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from such Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected or approved by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that such Indemnified Party shall have the right to 27 12502464v3