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of, any such loss, damage, expense, liability, or claim (or action in respect thereof),
<br />«~hether or not resulting in any liability, and will include the aggregate amount paid in
<br />settlement of any litigation, commenced or threatened, or of any claim whatsoever as set
<br />forth herein if such settlement is effected with the written consent of the County.
<br />(c) Within a reasonable time after an indemnified party under subsections (a}
<br />and (b) of this Section has been served with the summons or other first legal process or
<br />has received written notice of the threat of a claim in respect of which an indemnity may
<br />be claimed, such indemnified party must, if a claim for indemnity in respect thereof is to
<br />be made against the County under this Section, notify the County in writing of the
<br />commencement thereof; but the omission to so notify the County ~~~ill not relieve it from
<br />any liability that it may have to any indemnified party other than pursuant to
<br />subsections (a) and (b) of this Section. The County will be entitled to participate at its
<br />own expense in the defense, and if the County so elects within a reasonable time after
<br />receipt of such notice, or if all indenmified parties seeking indemnification in such notice
<br />so direct, the County must, to the fullest extent permitted by applicable law, assume the
<br />defense of any suit brought to enforce any such claim, and such defense will be
<br />conducted by counsel chosen promptly by the County and reasonably satisfactory to the
<br />indemnified party; provided, however, that, if the defendants in any such action include
<br />such an indemnified party and the County, or include more than one indenmified party,
<br />and any such indemnified party has been advised by its counsel that there may be legal
<br />defenses available to such indemnified party that are different from or additional to those
<br />available to the County or another indemnified party, and that in the reasonable opinion
<br />of such counsel are sufficient to make it undesirable for the same counsel to represent
<br />such indemnified party and the County, or another defendant indemnified party, such
<br />indemnified party will have the right to employ separate counsel in such action {and the
<br />County will not be entitled to assume the defense thereof on behalf of such indemnified
<br />party), and in such event the reasonable fees and expenses of such counsel will, to the
<br />fullest extent permitted by applicable law, be borne by the County. Nothing contained in
<br />this subsection (c) «~ill preclude any indemnified party, at its own expense, from retaining
<br />additional counsel to represent such party in any action with respect to which indemnity
<br />may be sought from the County hereunder.
<br />(d) If the indemnification provided for in subsections (a} and (b) of this
<br />Section is unavailable to or insufficient to hold harniless and indemnify any indemnified
<br />party in respect of any losses, damages, expenses, liabilities, or claims {or actions in
<br />respect thereof) referred to therein, then the County, to the extent permitted by applicable
<br />law, on the one hand, and the Under«~riters, on the other hand, will contribute to the
<br />amount paid or payable by the indemnified party as a result of such losses, damages,
<br />expenses, liability or claims (or actions in respect thereof) in such proportion as is
<br />appropriate to reflect the relative benefits received by the County on the one hand and the
<br />Underwriters on the other hand from the offering of the 2006A Certificates. If, however,
<br />the allocation provided by the immediately preceding sentence is not permitted by
<br />applicable law, or if the indemnified party failed to give the notice required under the
<br />subsection (c) above, then the County, to the extent permitted by applicable law, on the
<br />one hand and the Undenuriters on the other hand will contribute to such amount paid or
<br />payable by the indemnified party in such proportion as is appropriate to reflect not only
<br />C-883838v3 13361.00022 ~_~
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