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080384/45311 <br /> connection with the issuance of the Bonds . Bond counsel ' s fee <br /> will be paid in an amount to be agreed upon between the Company <br /> and bond counsel . <br /> 10 . Termination. The Company may unilaterally terminate <br /> this Agreement without liability to the Issuer except for <br /> amounts due and owing by the Company to the Issuer arising out <br /> of transactions occurring on or before the time of such termi- <br /> nation, which shall promptly be paid by the Company to the <br /> Issuer by giving notice by certified or registered mail , post- <br /> age prepaid, to the Issuer specifying therein the date of ter- <br /> mination which may be the date of notice . <br /> 11 . Issuer Protection. The Company will at all times <br /> indemnify and hold harmless the Issuer and its Board of Direc- <br /> tors , officers , agents and representatives , from and against <br /> any and all losses, costs , charges , expenses , judgments , and <br /> liabilities ( including reasonable attorneys ' fees) of whatso- <br /> ever nature incurred by it or them while it or they are acting <br /> in good faith to carry out the transactions contemplated by <br /> this Agreement or any related instrument or document , and the <br /> Loan Agreement shall contain indemnification provisions accept- <br /> able to both parties , it being agreed that the Issuer , its <br /> directors , officers , agents and representatives , in absence of <br /> fault , shall not be liable for any money or expenditures for <br /> which it or they are not otherwise reimbursed, in addition to <br /> the administrative fee in paragraph 8, and such indemnification <br /> -8- <br />