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To the same extent as the foregoing indemnity from the Borrower to the Issuer <br /> and the Underwriter, the Underwriter agrees to indemnify and hold harmless the Issuer, <br /> and each person, if any, who controls (as such term is defined in Section 15 of the 1933 <br /> Act) the Issuer, but only with reference to (a)the price and yield of the Bonds stated on <br /> the cover of the Official Statement, (b) the optional redemption dates and prices for the <br /> Bonds, (c) the last paragraph of the cover of the Official Statement, (d)the information <br /> under the heading " •- UNDERWRITING" in the Official Statement, which <br /> information has been furnished by the Underwriter specifically for use in preparation <br /> thereof- 1(e) allegations or determinations that the Underwriter itself has violated the <br /> agreement set forth in Section 3(d) hereof or the Securities1933 Act of 1933, as amended, <br /> the Securities Exchangel934 Act of 1934,. as amended, or any applicable state blue sky <br /> law in the offer or sale of the Bonds, and (f) all other information furnished in writing <br /> specifically for use therein by the Underwriter. In case any such claim shall be presented <br /> in writing or any action shall be brought against the Issuer with respect thereto, indemnity <br /> may be sought from the Underwriter on account of its agreement contained in this <br /> Section, the Underwriter shall have the rights and duties given to the Borrower in the <br /> above paragraph and the Issuer shall have the rights and duties given by the above <br /> paragraph to the persons therein referred to as controlling persons. <br /> The indemnities contained herein shall survive the Closing under the Bond <br /> Purchase Agreement and any investigation made by or on behalf of the Underwriter or <br /> any person who controls any of such parties of any matters described in or related to the <br /> transactions contemplated hereby and by the Official Statement, the Resolution, the <br /> Indenture and any Borrower Documents. <br /> The Borrower shall not be liable to indemnify any person in any settlement of any <br /> action effected without sentsufficient notice. The Borrower shall not be liable for <br /> any judgment if, as a result of the failure of the indemnified person to give notice of the <br /> commencement of a suit in respect of which indemnity shall be sought, the Borrower is <br /> not provided sufficient notice to defend such suit. Notwithstanding the provision of this <br /> Section 9 or of any other provisions of this Bond Purchase Agreement to the contrary, in <br /> the sole and exclusive discretion of the Issuer or any such controlling person of the Issuer, <br /> it is deemed desirable or necessary that the Issuer or such controlling person retain <br /> separate legal counsel in connection with any such matter, the fees and expenses of such <br /> separate legal counsel shall be included within the costs indemnified pursuant to this <br /> Section 9, and no prior approval to such separate representation and no consent by the <br /> Borrower to settlement or other disposition of such matter shall be required. <br /> 10. Covenants and Indemnifications for the Benefit of the Issuer. <br /> (a) The Issuer hereby states, and the Underwriter and the Borrower hereby <br /> acknowledge and agree, that the Issuer has not been requested to participate in the <br /> preparation of or to review the Official Statement and the Issuer has not done so and will <br /> not do so and that the Issuer has made no independent investigation of the facts and <br /> statements provided therein, and the Issuer assumes (and the Underwriter and the <br /> Borrower covenant and agree that the Issuer shall have) no liability with respect thereto, <br /> including without limitation matters relating to the accuracy, fairness, completeness, or <br />