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recorded Deed of Trust listing MBIA and the Agency as <br />beneficiaries, as their relative priorities appear thereon, <br />and encumbering the Development for the purpose of securing, <br />among other things, all payments owed by the Developer under <br />this Agreement. <br />Section 2.02. Recordation of Deed of Trust. The <br />Developer shall, prior to or concurrently with the execution <br />and delivery of this Agreement, cause the Deed of Trust and <br />any instrument designating MBIA as co- beneficiary thereon to <br />be recorded in the office of the recorder in the county in <br />which the Development is located in such manner as may be <br />required by law in order to fully perfect and protect the <br />lien of the Deed of Trust and the interest therein of MBIA <br />and from time to time will perform or cause to be performed <br />any other act as provided by law and will execute or cause to <br />be executed any and all further instruments that may be <br />reasonably requested by MBIA for such perfection and <br />protection. Except to the extent it is exempt therefrom, the <br />Developer will pay or cause to be paid all recording fees <br />incident to such recording, and all expenses incident to the <br />execution and acknowledgment of the Deed of Trust and such <br />instruments, and all federal or state fees and other similar <br />fees, duties, imposts, assessments and charges arising out of <br />or in connection with the execution and delivery of the Deed <br />of Trust and such instruments. <br />ARTICLE III <br />AGREEMENT TO INDEMNIFY <br />The Developer shall indemnify MBIA against any and <br />all liability, claims, loss, costs, damages, reasonable fees <br />of attorneys and other expenses which MBIA may sustain or <br />incur by reason of or in consequence of any or all of the <br />following: <br />(a) the failure of the Developer to perform or <br />comply with the covenants or conditions of the Developer <br />Documents; <br />(b) losses, claims, demands, penalties and <br />liabilities suffered by reason of anything done or <br />omitted in good faith pursuant to or in connection with <br />the Loan Agreement or arising out of or caused by the <br />use of the proceeds of the loan from the Agency to the <br />Developer; and <br />(c) reliance upon representations made by the <br />Developer regarding defenses to claims made against the <br />Policy in connection with the Loan Supported Bonds. <br />4 <br />