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<br />and agrees that each of the Building Corporation or the Corporation is in no way (i) guaranteeing
<br />or providing credit enhancement for or supporting financially or otherwise the issuance, sale or
<br />resale, offering or reoffering, or payment of the Bonds, or (ii) guaranteeing or providing credit
<br />enhancement for or supporting financially or otherwise the payment of the principal of or premium
<br />or interest on the Bonds (or any portion thereof). The Issuer further acknowledges and agrees that
<br />the neither the Building Corporation nor the Corporation will indemnify, defend or hold harmless
<br />the Issuer or any City Parties against any losses, liabilities, expenses (including attorneys’ and
<br />other professionals’ fees and expenses), claims and damages asserted against, resulting to, imposed
<br />upon or suffered by the Issuer or the City Parties or any of them to the extent arising from or
<br />attributable to the issuance, sale or resale, offering or reoffering, or payment of the Bonds.
<br />Section 3.5. Payment of Costs of Issuance of Bonds, Other Fees and Expenses. The Issuer
<br />shall pay from the proceeds of the sale of the Bonds, as necessary, the costs of issuance of the
<br />Bonds. Neither the Building Corporation nor the Corporation is obligated to pay (except from the
<br />proceeds of the Bonds) any costs of issuance of the Bonds or any related costs, fees or expenses in
<br />connection with the issuance, sale or offering of the Bonds; nor is Building Corporation or the
<br />Corporation obligated to pay any fees, charges or expenses in connection with or related to the
<br />Bonds after the Bonds have been issued, which fees, charges and expenses include financial
<br />advisory and/or accounting fees, charges and expenses, Trustee and other fiduciary fees and
<br />expenses and Issuer fees and expenses (including in each instance legal fees and expenses), all of
<br />which are obligations of the Issuer.
<br />Section 3.6. Completion and Use of the Project.
<br />(a) The Corporation agrees that it will make, execute, acknowledge and deliver (or
<br />cause to be made, executed, acknowledged and delivered) any contracts, orders, receipts, writings
<br />and instructions with any other persons, firms or corporations and in general do all things
<br />reasonably within its power which may be requisite or proper for the substantial completion (as
<br />certified by the Corporation) of the construction, expansion, renovation, equipping, furnishing,
<br />and improvement of the Project, and, upon subsequent completion of the Project, the Corporation
<br />will operate and maintain the Project in such manner as reasonably within Corporation’s power so
<br />as to conform with all applicable and material zoning, planning, building, environmental and other
<br />applicable governmental regulations and so as to be consistent with the Act.
<br />(b) The Issuer shall deposit all proceeds from the sale of the Bonds in the manner
<br />specified in Article III of the Indenture, and the Issuer shall maintain such proceeds and funds in
<br />the manner specified in Article IV of the Indenture. Under the Indenture, the Trustee, on behalf of
<br />the Issuer, is authorized and directed to make payments from the Construction Fund to pay for
<br />costs of the Project approved by the Issuer, or to reimburse the Corporation for any costs of the
<br />Project approved by the Issuer, with any such disbursements to be made in accordance with the
<br />terms and conditions of the Indenture and this Financing Agreement. The Corporation agrees to
<br />direct such requisitions to the Trustee as may be necessary to effect payments out of the
<br />Construction Fund for costs of the Project approved by the Issuer, all in accordance with Section
<br />4.5 of the Indenture and this Financing Agreement.
<br />(c) Any moneys remaining in the Construction Fund after completion of the Project
<br />shall be transferred and applied in the manner provided in the Indenture.
<br />(d) The Corporation hereby acknowledges receipt of a copy of the Indenture.
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