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shall result in a Determination of Taxability. The limit on the Borrower's liability set forth
<br /> in the provisions described in this and the preceding paragraph shall not, however, be
<br /> construed, and is not intended in any way,to constitute a release, in whole or in part,of the
<br /> Borrower's obligations under any Loan Document or a release, in whole or in part, or an
<br /> impairment of the lien and security interest of any Loan Document upon any Collateral, or
<br /> to preclude the Trustee from foreclosing the Mortgage or the Subordinate Mortgage in case
<br /> of any Event of Default or enforcing any other right of the City or the Trustee or to alter,
<br /> limit or affect the liability of any person or party who may at any time guarantee,or pledge,
<br /> grant or assign its assets or collateral as security for, the obligations of the Borrower under
<br /> the Loan Documents.
<br /> Limitation on Liability of the City
<br /> (a) It is understood and agreed by the Borrower: (1) that no covenant,
<br /> provision or agreement contained in the Loan Agreement,the Bonds,the Mortgage,
<br /> or the Subordinate Mortgage, the Indenture or in any other agreement, certificate or
<br /> document executed or delivered in connection with the issuance of the Bonds, and
<br /> that no obligation therein imposed upon the City (or any other party) or respecting
<br /> the breach thereof (collectively, the "Indemnified Matters"), shall give rise to a
<br /> pecuniary liability of the City or a charge against its general credit or taxing powers:,
<br /> and (2) that the Bonds shall be and constitute only a special and limited revenue
<br /> obligation of the City, payable solely from the revenues pledged to the payment
<br /> thereof pursuant to the Indenture and the Loan Agreement,and that the Bonds do not
<br /> now and shall never constitute an indebtedness, a moral or general obligation or a
<br /> loan of the credit of the City or a charge, lien or encumbrance, legal or equitable,
<br /> against the City's property, general credit or taxing powers. The Borrower has
<br /> agreed, under the Loan Agreement, to indemnify the City and each of its officers,
<br /> agents and employees (collectively, the "Indemnified Parties") and the Borrower
<br /> agrees to hold the Indemnified Parties harmless against all expense, loss, claim,
<br /> judgment,damage and any other liability respecting or arising out of the Indemnified
<br /> Matters, and the Borrower will reimburse the Indemnified Parties for all legal and
<br /> other expenses incurred by the Indemnified Parties in relation thereto, and this
<br /> covenant to indemnify,hold harmless and reimburse the Indemnified Parties,together
<br /> with the rights of the City provided in Section 4.03(b), 6.01 and 6.10 of the Loan
<br /> Agreement,shall survive delivery of and payment for or defeasance of the Bonds and
<br /> the expiration or termination of the Loan Agreement. Notwithstanding any other
<br /> provision of the Loan Agreement,the Indemnified Parties shall have the right in their
<br /> discretion to employ separate counsel,and the reasonable fees of said counsel shall
<br /> be included with the costs indemnified by the Borrower, and no prior approval of
<br /> such separate representation and no consent by the Borrower to settlement or other
<br /> disposition of such matter shall be required.
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