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71 <br /> omissions which resulted in such losses, as well as any other relevant equitable considerations. <br /> In no case shall the Underwriters be responsible for any amount in excess of the purchase <br /> discount or fee applicable to the Bonds purchased by the Underwriters hereunder. Benefits <br /> received by the County shall be deemed to be equal to the total net proceeds from the offering <br /> (before deducting expenses) received by it, and benefits received by the Underwriters shall be <br /> deemed to be equal to the total purchase discounts and commissions in each case set forth on the <br /> cover of the Official Statement. Relative fault shall be determined by reference to, among other <br /> things, whether any untrue or any alleged untrue statement of a material fact or the omission or <br /> alleged omission to state a material fact relates to information provided by the County on the one <br /> hand or the Underwriters on the other, the intent of the parties and their relative knowledge, <br /> information and opportunity to correct or prevent such untrue statement or omission. The County <br /> and the Underwriters agree that it would not be just and equitable if contribution were <br /> determined by pro rata allocation or any other method of allocation which does not take account <br /> of the equitable considerations referred to above. Notwithstanding the provisions of this <br /> paragraph no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) <br /> of the Securities Act) shall be entitled to contribution from any person who was not guilty of <br /> such fraudulent misrepresentation. Each person who controls an Underwriters within the <br /> meaning of either the Securities Act or the Exchange Act and each director, officer, employee <br /> and agent of the Underwriters shall have the same rights to contribution as the Underwriters, and <br /> each person who controls the County within the meaning of either the Securities Act or the <br /> Exchange Act and each official, director, officer and employee of the County shall have the same <br /> rights to contribution as the County, subject in each case to the applicable terms and conditions <br /> of this paragraph. <br /> (11) Notices. Any notice or other communication to be given to the County under this <br /> Bond Purchase Agreement must be given in writing (not to include facsimile transmission or <br /> electronic mail) to the applicable address shown below, and any notice under this Bond Purchase <br /> Agreement to the Underwriters may be given by delivering the same in writing to the <br /> Representative as follows: <br /> Orange County,North Carolina <br /> 200 South Cameron Street <br /> Hillsborough,North Carolina 27278 <br /> Attention: County Manager <br /> FTN Financial Capital Markets <br /> 1017 East Morehead St., Suite 201 <br /> Charlotte,North Carolina 28204 <br /> Attention: Chris Alexander, Senior Vice President <br /> (12) Governing Law. This Bond Purchase Agreement shall be governed by and <br /> construed in accordance with the laws of the State. <br /> (13) Effectiveness. This Bond Purchase Agreement shall become effective upon the <br /> acceptance hereof by the County. <br /> -15- <br />