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SEP 3 01981 (j) BOOK 47 FAGE647, Issuer, whereupon this Memorandum of Agreement shall terminate. So long as this Memorandum of Agreement is in effect, all risk of loss to the Project will be borne by the Company. (k) It is expressly agreed that any pecuniary liability or obligation of the Issuer hereunder shall be limited solely to the payments received under the financing agreement, and nothing contained in this Memorandum of Agreement shall ever be construed to constitute a personal or pecuniary liability or charge against any member, officer, employee or agent of the Issuer, and in the event of breach of any undertaking on the part of the Issuer contained in this Memorandum of Agreement, no personal or pecuniary liability or charge payable directly or indirectly from the general funds of the Issuer shall arise therefrom. The Company hereby releases the Issuer from and agrees that the Issuer shall not be liable for, and agrees to defend, indemnify and hold the Issuer harmless against any liabilities, obligations, claims, damages, liti- gation, costs and expenses (including but not limited to attorney's fees and expenses) imposed on, incurred by or asserted against the Issuer for any cause what- soever pertaining to the Project, the Bonds or this Memorandum of Agreement, or any transaction contem- plated hereby. The provisions of this paragraph shall survive any termination of this Agreement. (1) If any time prior to the issuance and sale of the Bonds the Issuer shall determine that there has been material adverse change in the business, operations or financial condition of the Company, the Issuer may, at its option, terminate this agreement by written notice to the Company. the Issuer shall be discharged of its obligations under this Memorandum of Agreement if the Company shall not provide at the closing for the issuance of the Bonds assurances satisfactory to the Issuer that no material adverse change has occurred in the representations of the Company herein or in the financial condition of the Company as presented to the Issuer as of the date hereof. (m) If at any time after such Bonds have been sold and de- livered it is ascertained by the Issuer or its designee that the interest on the Bonds is no longer exempt under federal income tax laws, or that the operation of the Project is no longer economically or legally feas- ible by reason of the condemnation, damaging or de- struction of all or any part of the Project or by changes in the law, measures deemed necessary by the Issuer may be taken to protect the interest of the holders of its Bonds, including the acceleration of the date or dates for calling the Bonds for redemp- tion, increasing the redemption premium and the rates of interest on the Bonds, or increasing the payments under any such financing agreement. The Issuer may also require financial guarantees by guarantors ac- ceptable to the Issuer that obligations of any obligor under such financing agreement shall be performed or otherwise satisfied. The provisions of this paragraph shall survive the termination of this Agreement. (n) In any event, the provisions of this Memorandum of Agreement, except as otherwise provided, shall be superseded by any financing agreement entered into by the Issuer and the Company in accordance with Sections 2(b) and 3(c) of this Agreement and shall, 5