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• above referenced notice to the County, then the County will not be obligated to provide <br />contribution pursuant to this subsection (d). <br />The County and the Underwriter agree that it would not be just and equitable if <br />contribution pursuant to this subsection (d) were determined by any method of allocation that <br />does not take account of the equitable considerations referred to above in this subsection (d). <br />The amount paid or payable by an indemnified party as a result of the losses, damages, expenses, <br />liabilities or claims (or actions in respect thereof) referred to in this subsection (d) will be <br />deemed to include any legal or other expenses reasonably incurred by such indemnified party in <br />connection with investigating or defending any such action or claim. <br />(e) The indemnity and contribution provided by this Section will be in addition to any <br />other liability that the County may otherwise have hereunder, at common law or otherwise, and <br />is provided solely for the benefit of the Underwriter and each director, officer, employee, agent, <br />attorney and controlling person referred to therein, and their respective successors, assigns and <br />legal representatives, and no other person will acquire or have any right under or by virtue of <br />such provisions of this Letter of Representation. <br />4. Survival of Representations, Warranties and Covenants. <br />All representations, warranties and agreements in this Letter of Representation will <br />survive regardless of (a) any investigation or any statement in respect thereof made by or on <br />behalf of the Underwriter, (b) delivery of any payment by the Underwriter for the Bonds <br />hereunder, and (c) any termination of the Purchase Contract. <br />Binding on Successors and Assigns. <br />This Letter of Representation will be binding upon the County and the successors and <br />assigns of the County and inure solely to the benefit of the Underwriter and, to the extent set <br />forth herein, any director, officer, employee, or agent of the Underwriter and, to the extent set <br />forth herein, persons controlling the either of the Underwriter, and their respective personal <br />representatives, successors and assigns, and no other person or firm or entity will acquire or have <br />any right under or by virtue of this Letter of Representation. Acceptance of this Letter of <br />Representation by the Underwriter is waived. <br />ORANGE COUNTY NORTH CAROLINA <br />By: <br />County Manager <br />• <br />3025651v2 15249.00084 <br />