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pursuant to or in connection with this Deed of Trust and not assert any claim against either of the Lenders, their officers or agents by reason of any action so taken or omitted. Borrower and the City shall, at Borrower's expense, defend, indemnify, save and hold the Lenders, their officers and agents harmless from any and all claims, demands, losses, expenses, damages (general, punitive or otherwise), causes of action (whether legal or equitable in nature) asserted by any person, firm, corporation or other entity arising out of this Deed of Trust. Borrower shall pay either Lender, upon demand, all claims, judgments, damages, losses or expenses (including reasonable legal expenses) incurred by either Lender as a result of any legal action arising out of this Deed of Trust. 6.10 Estoppel Certificate. When requested by the Lenders from time to time, the Borrower and /or the City shall execute an estoppel certificate in favor of the Lenders, which certificate shall certify as to the absence of any default by the Lenders in the performance of their obligations hereunder or, if any such defaults exist, their existence as of the date of the certificate. 6.11 Set -off. Neither the Borrower nor the City shall under any circumstances fail or delay to perform (or resist the enforcement of) any of its obligations to either of the Lenders in connection with this Deed of Trust or any other contract, note or instrument executed by Borrower and /or the City in favor of the Lenders because of any alleged offsetting claim or cause of action against the Lenders (or any indebtedness or obligation of the Lenders) which has not been confirmed in a final judgment of a court of competent jurisdiction (sustained on appeal, if any) against the Lenders. The Borrower and the City hereby waive any such rights of set -off (or offset) which it might otherwise have with respect to any such claims or causes of action against the Lenders or any such obligations or indebtedness of the Lenders, unless and until such right of set -off (or offset) is confirmed and liquidated by such final judgment. The Borrower and the City further waive any right which they might otherwise have (if any) to require a marshalling of any security of the Lenders or to direct the order in which the Lenders pursues their rights or remedies with respect to any of its security. 7. INTERESTS, RIGHTS AND REMEDIES OF MBIA AND AGENCY: 7.1 Active Lender. The interests of MBIA and the Agency pursuant to this Deed of Trust shall be as described in this paragraph and the term "Active Lender" shall refer to either MBIA or the Agency and shall denote the entity entitled to exercise rights and remedies for the Lenders pursuant to this Deed of Trust. CHFA 52P.RIDGE.VIEW.IST 01/06/90.Q02374 -16-