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Owner, and duly recorded. However, no such amendment of this Compliance Agreement shall
<br />be made without receipt of an opinion of Bond Counsel to the effect that such amendment will
<br />not adversely affect the exclusion from gross income for federal income tax purposes of the
<br />interest paid on the Bonds.
<br />Section 18. Indemnification. The Owner shall indemnify, hold harmless and defend the
<br />Issuer and the Qualified Empowerment Zone and the respective officers, members, directors,
<br />officials and employees of each of them against all loss, costs (reasonable and customary),
<br />damages, expenses (reasonable and customary), suits, judgments, actions and liabilities of
<br />whatever nature (including, without limitation, attorneys' fees, litigation and court costs,
<br />amounts paid in settlement, and amounts paid to discharge judgments) directly or indirectly
<br />resulting from or arising out of or related to (a) the design, .construction, installation,- operation,
<br />use,- occupancy, maintenance, or ownership of the Project (including compliance with 'laws; `
<br />ordinances and rules and regulations of public authorities relating thereto); or (b) any written .
<br />statements or representations with respect to the Owner, the Project or the Bonds made 'or given
<br />to the Issuer or the Qualified Empowerment Zone, or any underwriters or purchasers of any of
<br />the Bonds, by the Owner, or any of its members, agents or employees, including, but not limited
<br />to, statements or representations of facts or financial information. The Owner also shall pay and
<br />discharge and shall indemnify and hold harmless the Issuer and the Qualified Empowerment
<br />Zone from any taxes (including, without limitation, all ad valorem taxes and sales taxes),
<br />assessments, impositions and other charges in respect of any portion of the Project. If any such
<br />taxes, assessments, impositions or other charges, are sought to be imposed, the Issuer or the
<br />Qualified Empowerment Zone shall give prompt notice to the Owner, and the Owner shall have
<br />the sole right and duty to assume, and will assume, the defense thereof, including the
<br />employment of counsel selected by the Owner but subject to the approval of the indemnified
<br />party and the payment of all expenses related thereto, with full power to litigate, compromise or
<br />settle the same with the approval of the Issuer and the Qualified Empowerment Zone.
<br />Section 19. Compliance by Owner. The Owner shall be responsible for monitoring and
<br />verifying compliance of the Project with this Compliance Agreement, the Code and the Treasury
<br />Regulations.
<br />Section 20. Qualified Empowerment Zone Duty to Monitor Compliance.
<br />Notwithstanding any provision herein to the contrary, the Owner recognizes and agrees that the
<br />Qualified Empowerment Zone and not the Issuer shall have the duty to monitor compliance with
<br />the terms and conditions of this Compliance Agreement. Nothing contained in this Compliance
<br />Agreement shall prevent the Issuer from requesting any information from the Borrower relating
<br />to its compliance with the provisions of this Compliance Agreement. The Borrower shall
<br />promptly comply with all such requests by the Issuer.
<br />Section 21. Severability. The invalidity of any clause, part or provision of this
<br />Compliance Agreement shall not affect the validity of the remaining portions thereof.
<br />Section 22. Notices. All notices to be given pursuant to this Compliance Agreement
<br />shall be in writing and shall be deemed given when mailed by certified or registered mail, return
<br />receipt requested, to the parties hereto at the addresses set forth below, or to such other place as a
<br />party may from time to time designate in writing.
<br />06-4514.05 11
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