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been made, nor during a period of 15 days next preceding mailing of a notice of redemption of any
<br /> Bonds.
<br /> The City Clerk of the Issuer shall be under no obligation to transfer any Bond until the Issuer has
<br /> been provided (i) a satisfactory opinion of counsel that the sale or transfer will not violate the 1933 Act,
<br /> the Securities Exchange Act of 1934, as amended, or the Investment Company Act of 1940, as amended,
<br /> or regulations issued pursuant to such Acts, or (ii) a no-action letter of the staff of the Securities and
<br /> Exchange Commission that the staff will recommend that no action be taken with respect to such sale or
<br /> transfer, or (iii) a certificate stating that the transferor reasonably believes that the transferee is a
<br /> "Qualified Institutional Buyer" within the meaning of Section (a) of Rule 144A ("Rule 144A")
<br /> promulgated by the Securities and Exchange Commission pursuant to the 1933 Act and that the transferor
<br /> informed the transferee of the transfer restrictions applicable to the Bonds and that the transferor may be
<br /> relying upon Rule 144A with respect to the transfer of the Bonds.
<br /> If ownership of the Bond is transferred prior to MBI having made all Principal Advances
<br /> contemplated under this Agreement, the transferee shall take ownership subject to the obligation to make
<br /> additional Principal Advances until the maximum $3,081,732.00of purchase price has been advanced or
<br /> until the Borrower makes its final draw request under this Agreement and files the completion certificate
<br /> for the Project, as described in Section 4.3(b)of this Agreement.
<br /> As to any fully registered Bond, the person in whose name the same shall be registered shall be
<br /> deemed and regarded as the absolute owner thereof for all purposes, and payment of principal or interest
<br /> thereon shall be made only to or upon the order of the registered owner thereof or its legal representative,
<br /> but such registration may be changed as hereinabove provided. All such payments shall be valid and
<br /> effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.
<br /> Section 2.11 Indemnification. The Borrower will indemnify and hold harmless the Purchaser
<br /> and the Issuer and each person, if any, who controls the Purchaser and the Issuer within the meaning of
<br /> the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, from and
<br /> against any and all losses, claims, damages, expenses or liabilities,joint or several, to which they or any
<br /> of them may become subject under the Securities Act of 1933, as amended, and the Securities Exchange
<br /> Act of 1934, as amended, or under any other statute or at common law or otherwise, or pursuant to a
<br /> breach of contract by the Borrower or an intentional, negligent or reckless untruthful representation by the
<br /> Borrower and, except as hereinafter provided, will reimburse the Purchaser, the Issuer and each such
<br /> controlling person, if any, for any legal or other fees and expenses reasonably incurred by them or any of
<br /> them in connection with investigating or defending any actions whether or not resulting in any liability,
<br /> insofar as such losses, claims, damages, expenses, liabilities or actions against the Issuer or the Purchaser,
<br /> arise out of or are based upon any untrue or alleged untrue statement of a material fact concerning the
<br /> Borrower or the Project or arise out of or are based upon the omission or alleged omission to state a
<br /> material fact concerning the Borrower or the Project required to be stated or necessary in order to make
<br /> the statements not misleading. Promptly after receipt by the Purchaser, the Issuer or any such controlling
<br /> person of notice of the commencement of any action in respect of which indemnity may be sought against
<br /> the Borrower under this Section, such person will notify the Borrower in writing of the commencement
<br /> thereof. The Purchaser, the Issuer or any such controlling person shall have the right to employ separate
<br /> counsel in any such action and to participate in the defense thereof. This indemnity agreement will be in
<br /> addition to any liability which the Borrower may otherwise have.
<br /> The Borrower also agrees to notify the Purchaser and the Issuer promptly of the assertion against
<br /> it or any of its officers,directors, employees or agents of any claim or the commencement of any action or
<br /> proceeding arising from any act or omission of the Borrower, including its independent contractors,
<br /> consultants, and legal counsel, or any of its agents, servants, partners or employees. No party shall be
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