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70 <br /> harmless the County, and its officials, directors, officers and employees, and each person who <br /> controls the County within the meaning of either the Securities Act or the Exchange Act, to the <br /> same extent as the foregoing indemnity from the County to the Underwriters, but only with <br /> reference to written information furnished by the Underwriters to the County or information <br /> provided by the Underwriters specifically for inclusion in the Preliminary Official Statement or <br /> the Official Statement (or in any amendment or supplement thereto). <br /> Promptly after receipt by an indemnified party of notice of the commencement of <br /> any action, such indemnified party will, if a claim in respect thereof is to be made against the <br /> indemnifying party, notify the indemnifying party in writing of the commencement thereof, but <br /> the failure so to notify the indemnifying party (i) will not relieve it from liability unless and to <br /> the extent it did not otherwise learn of such action and such failure results in the forfeiture by the <br /> indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the <br /> indemnifying party from any obligations to any indemnified party other than the indemnification <br /> obligation. The indemnifying party shall be entitled to appoint counsel of the indemnifying <br /> party's choice at the indemnifying party's expense to represent the indemnified party in any <br /> action for which indemnification is sought provided, however, that such counsel shall be <br /> satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to <br /> appoint counsel to represent the indemnified party in an action, the indemnified party shall have <br /> the right to employ separate counsel (including local counsel), and the indemnifying party shall <br /> bear the reasonable fees, costs and expenses of such separate counsel if(i) the use of counsel <br /> chosen by the indemnifying party to represent the indemnified party would present such counsel <br /> with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action <br /> include both the indemnified party and the indemnifying party and the indemnified party shall <br /> have reasonably concluded that there may be legal defenses available to it and/or other <br /> indemnified parties which are different from or additional to those available to the indemnifying <br /> party; (iii) the indemnifying party shall not have employed counsel satisfactory to the <br /> indemnified party to represent the indemnified party within a reasonable time after notice of the <br /> institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to <br /> employ separate counsel at the expense of the indemnifying party. An indemnifying party will <br /> not, without the prior written consent of the indemnified parties, settle or compromise or consent <br /> to the entry of any judgment with respect to any pending or threatened claim, action, suit or <br /> proceeding in respect of which indemnification or contribution may be sought hereunder <br /> (whether or not the indemnified parties are actual or potential parties to such claim or action) <br /> unless such settlement, compromise or consent includes an unconditional release of each <br /> indemnified party from all liability arising out of such claim, action, suit or proceeding. <br /> In the event that the indemnity provided herein is unavailable or insufficient to <br /> hold harmless an indemnified party for any reason the County and the Underwriters agree to <br /> contribute to the aggregate losses, claims, damages and liabilities (including legal or other <br /> expenses reasonably incurred in connection with investigating or defending the same) to which <br /> the County and the Underwriters may be subject in such proportion as is appropriate to reflect <br /> the relative benefits received by the County on the one hand and by the Underwriters on the <br /> other from the offering. If the allocation provided by the immediately preceding sentence is <br /> unavailable for any reason, the County and the Underwriters shall contribute in such proportion <br /> as is appropriate to reflect not only such relative benefits but also the relative fault of the County <br /> on the one hand and of the Underwriters on the other in connection with the statements or <br /> -14- <br />