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Agreement way be supplemented and amended from time to time by written agreement signed by both parties, and shall be superseded by the loan agreement to be executed by the Issuer and the Borrower, upon the execution thereof, to the extent the terms thereof conflict with the terms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