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117 <br /> to be performed and all conditions then to be satisfied as contemplated under this Bond Purchase <br /> Agreement and the Trust Agreement. <br /> If the County shall be unable to satisfy the conditions to the obligations of the Underwriters <br /> contained in this Bond Purchase Agreement or if the obligations of the Underwriters shall be terminated <br /> for any reason permitted by this Bond Purchase Agreement,this Bond Purchase Agreement shall terminate <br /> and neither the County nor the Underwriters shall have any further obligations hereunder, except that <br /> Sections 9 and 10 and the representations and warranties of the County contained herein (as of the date <br /> made)will continue in full force and effect. <br /> (8) Survival. All representations,warranties and agreements of the County set forth in or made <br /> pursuant to this Bond Purchase Agreement shall remain operative and in full force and effect,regardless of <br /> any investigations made by or on behalf of the Underwriters and shall survive the delivery of and payment <br /> for the Bonds. <br /> (9) Payment of Expenses. The County shall pay, out of the proceeds of the Bonds or from its <br /> own funds, any expenses incident to the performance of the obligations of the County or the Underwriters <br /> hereunder, including but not limited to: (i)the cost of the preparation, reproduction,printing, distribution, <br /> and mailing,of the Official Statement;(ii)the fees and disbursements of Bond Counsel and counsel for the <br /> County;(iii)the fees and disbursements of any experts retained by the County or the Underwriters;(iv)fees <br /> charged by the rating agencies for the rating of the Bonds; and(v) the cost of qualifying the Bonds under <br /> the laws of such jurisdictions as the Underwriters may designate, including filing fees and fees and <br /> disbursements of counsel for the Underwriters in connection with such qualification and the preparation of <br /> Blue Sky Memoranda. <br /> If the Bonds are not delivered to the Underwriters pursuant to this Bond Purchase <br /> Agreement, the County shall pay all expenses incident to the performance of the County's and the <br /> Underwriters' obligations hereunder as provided in this Section. <br /> The Underwriters shall pay (i) any fees of the MSRB in connection with the issuance of <br /> the Bonds, (ii)the cost of obtaining CUSIP number(s) assigned for the Bonds, and (iii) the fees and <br /> disbursements of counsel for the Underwriters. <br /> (10) Indemnification. To the extent permitted by law,the County agrees to indemnify and hold <br /> harmless the Underwriters, the directors, officers, employees and agents of each Underwriter and each <br /> person who controls any Underwriter within the meaning of either the Securities Act of 1933, as amended <br /> (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act") against <br /> any and all losses,claims,damages or liabilities,joint or several,to which they or any of them may become <br /> subject under the Securities Act,the Exchange Act or other Federal or state statutory law or regulation, at <br /> common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based <br /> upon any untrue statement or alleged untrue statement of a material fact (except statements pertaining to <br /> the Underwriters) contained in the Preliminary Official Statement, the Official Statement (or in any <br /> supplement or amendment thereto), or arise out of or are based upon the omission or alleged omission to <br /> state therein a material fact required to be stated therein or necessary to make the statements therein, in the <br /> light of the circumstances under which they were made, not misleading (except omissions or alleged <br /> omissions pertaining to the Underwriters). This indemnity agreement will be in addition to any liability <br /> which the County may otherwise have. <br /> Each Underwriter severally and not jointly agrees to indemnify and hold harmless the <br /> County, and its officials, directors, officers, and employees, and each person who controls the County <br /> within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing <br /> -11- <br />