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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 /> indemnity from the County to each Underwriter, but only with reference to written information furnished <br /> by the Underwriters to the County or information provided by the Underwriters specifically for inclusion <br /> in the Preliminary Official Statement or the Official Statement (or in any amendment or supplement <br /> thereto). <br /> Promptly after receipt by an indemnified party of notice of the commencement of any <br /> action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying <br /> party, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify <br /> the indemnifying party(i)will not relieve it from liability unless and to the extent it did not otherwise learn <br /> of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and <br /> defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any <br /> indemnified party other than the indemnification obligation. The indemnifying party shall be entitled to <br /> appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the <br /> indemnified party in any action for which indemnification is sought provided,however, that such counsel <br /> shall be satisfactory to the indemnified party.Notwithstanding the indemnifying party's election to appoint <br /> counsel to represent the indemnified party in an action,the indemnified party shall have the right to employ <br /> separate counsel(including local counsel), and the indemnifying party shall bear the reasonable fees,costs <br /> and expenses of such separate counsel if(i)the use of counsel chosen by the indemnifying party to represent <br /> the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential <br /> defendants in,or targets of, any such action include both the indemnified party and the indemnifying party <br /> and the indemnified party shall have reasonably concluded that there may be legal defenses available to it <br /> and/or other indemnified parties which are different from or additional to those available to the <br /> indemnifying 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 institution <br /> of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate <br /> counsel at the expense of the indemnifying party.An indemnifying party will not,without the prior written <br /> consent of the indemnified parties,settle or compromise or consent to the entry of any-judgment with respect <br /> to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or <br /> contribution may be sought hereunder(whether or not the indemnified parties are actual or potential parties <br /> to such claim or action)unless such settlement, compromise or consent includes an unconditional release <br /> of each 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 hold <br /> harmless an indemnified party for any reason the County and the Underwriters agree to contribute to the <br /> aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in <br /> connection with investigating or defending the same) to which the County and one or more of the <br /> Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by <br /> the County on the one hand and by the Underwriters on the other from the offering. If the allocation <br /> provided by the immediately preceding sentence is unavailable for any reason, the County and the <br /> Underwriters shall contribute in such proportion as is appropriate to reflect not only such relative benefits <br /> -12- <br />