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shall be fully liable for the misapplication of(i)proceeds paid prior to any foreclosure under any and all
<br /> insurance policies, under which the Trustee is named as insured,by reason of damage, loss or destruction
<br /> to any portion of the Mortgaged Property, to the full extent of such misapplied proceeds and awards,
<br /> (ii)proceeds or awards resulting from the condemnation, or other taking in lieu of condemnation, prior to
<br /> any foreclosure of the Mortgaged Property, to the full extent of such misapplied proceeds and awards,
<br /> (iii)rents,issues,profits and revenues received or applicable to a period subsequent to the occurrence of an
<br /> Event of Default under the Loan Documents,(iv)proceeds from the sale of all or any part of the Mortgaged
<br /> Property and any other proceeds that, under the terms hereof, should have been paid to the City or the
<br /> Trustee, and(v)tenant security deposits.
<br /> Furthermore,the Borrower shall be fully liable in damages for the breach of(i)any covenant
<br /> to indemnify the City,the Trustee or any other Holder,wherever contained in this Agreement, and(ii)the
<br /> Borrower's covenants contained herein which shall result in a Determination of Taxability. The limit on the
<br /> Borrower's liability set forth in this Section shall not,however,be construed,and is not intended in any way,
<br /> to constitute a release, in whole or in part, of the Borrower's obligations under any Loan Document or a
<br /> release, in whole or in part,or an impairment of the lien and security interest of any Loan Document upon
<br /> any Collateral,or to preclude the Trustee from foreclosing the Mortgage in case of any Event of Default or
<br /> enforcing any other right of the City or the Trustee or to alter, limit or affect the liability of any person or
<br /> party who may now or hereafter or prior hereto guarantee,or pledge,grant or assign its assets or collateral
<br /> as security for,the obligations of the Borrower under the Loan Documents.
<br /> Section 8.09 Benefit of Bondholders. This Agreement is executed in part to induce the
<br /> purchase by others of Bonds to be issued by the City,and accordingly all covenants and agreements on the
<br /> part of the Borrower and the City as set forth in this Agreement are hereby declared to be for the benefit of
<br /> the owners from time to time of the Bonds. Notwithstanding the foregoing,those provisions of Sections 7.04
<br /> and 7.05 which confer certain rights upon the City are intended to permit the City to protect its interests
<br /> under Sections 6.01 hereof,are not for the benefit of the Borrower,the Trustee or the Bondholders,and may
<br /> be exercised by the City in its sole discretion. The City shall not be liable to the Borrower,the Trustee or
<br /> the Bondholders for any action or failure to act in asserting its rights under said Sections.
<br /> Section 8.10 Limitation on Liability of the City. It is understood and agreed by the
<br /> Borrower: (1) that no covenant, provision or agreement contained in this Agreement, the Bonds, the
<br /> Mortgage, the Assignment, the Indenture or in any other agreement, certificate or document executed or
<br /> delivered in connection with the issuance of the Bonds,and that no obligation herein or therein imposed upon
<br /> the City(or any other party)or respecting the breach thereof(collectively,the"Indemnified Matters"),shall
<br /> give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; and
<br /> (2)that the Bonds shall be and constitute only a special and limited revenue obligation of the City,payable
<br /> solely from the revenues pledged to the payment thereof pursuant to the Indenture and this Agreement,and
<br /> that the Bonds do not now and shall never constitute an indebtedness,a moral or general obligation or a loan
<br /> of the credit of the City or a charge, lien or encumbrance, legal or equitable, against the City's property,
<br /> general credit or taxing powers. The Borrower hereby indemnifies the City and each of its officers,agents
<br /> and employees (collectively, the "Indemnified Parties") and the Borrower agrees to hold the Indemnified
<br /> Parties harmless against all expense, loss, claim,judgment, damage and any other liability respecting or
<br /> arising out of the Indemnified Matters,and the Borrower will reimburse the Indemnified Parties for all legal
<br /> and other expenses incurred by the Indemnified Parties in relation thereto,and this covenant to indemnify,
<br /> hold harmless and reimburse the Indemnified Parties,together with the rights of the City provided in Section
<br /> 4.03(b), 6.01 and 6.10 of this Agreement, shall survive delivery of and payment for or defeasance of the
<br /> Bonds and the expiration or termination of this Agreement. Notwithstanding any other provision of this
<br /> Agreement,the Indemnified Parties shall have the right in their discretion to employ separate counsel,and
<br /> the reasonable fees of said counsel shall be included with the costs indemnified by the Borrower,and no prior
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