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acquisition, construction, renovation and equipping of the Projects or <br />that any additional bonds will be issued or may be sold. The Borrower <br />recognizes that the Borrower shall not be entitled to reimbursement <br />from the Issuer for costs incurred by it in completing the Projects, <br />except to the extent of moneys otherwise available from the sale of the <br />Bonds and any additional bonds, and agrees that the Borrower shall <br />not be entitled to any abatement or diminution of the loan installments <br />payable under the loan agreement to be entered into between the <br />Borrower and the Issuer upon the delivery of the Bonds because of <br />such unreimbursed costs. <br />5. The Borrower agrees to indemnify, defend and hold harmless <br />the Issuer, its members, employees and agents against any and all liability, loss, <br />costs, cost overruns, expenses, charges, claims, damages and attorney's fees of <br />whatever kind or nature, which the Issuer, its members, employees or agents may <br />incur or sustain by reason or in consequence of the relationship existing between <br />the Issuer and the Borrower with respect to the execution and delivery of this <br />Memorandum of Agreement, the issuance and sale of the Bonds or the acquisition, <br />construction, renovation, equipping or operation of the Projects. <br />6. If for any reason the Issuer shall fail to deliver the Bonds and <br />receive the proceeds thereof within one year after completion of the Projects, if the <br />Issuer sooner abandons its efforts to issue the Bonds in accordance with the <br />Inducement Resolution and this Memorandum of Agreement, or if the Borrower <br />shall terminate this Memorandum of Agreement by written notice to the Issuer, <br />this Memorandum of Agreement shall terminate. The Borrower's obligations to <br />indemnify the Issuer in accordance with the terms of this Memorandum of <br />Agreement shall survive termination and shall not be released notwithstanding <br />anything contained herein. <br />7. This Memorandum of Agreement may be supplemented and <br />amended from time to time by written agreement signed by both parties, and shall <br />be superseded by the loan agreement to be executed by the Issuer and the Borrower, <br />upon the execution thereof, to the extent the terms .thereof conflict with the terms <br />contained herein. <br />8. This Memorandum of Agreement, and the rights, duties and <br />obligations of the Borrower hereunder, may be assigned by the Borrower subject to <br />the prior written approval of the assignee in the sole discretion of the Issuer. <br />5 <br />