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the defense thereof, with counsel satisfactory to such Indemnified Person, and after notice from the <br /> Member to such Indemnified Person of its election so to assume the defense thereof, the Member <br /> shall not be liable to such Indemnified Person under such paragraph for any legal or other expenses <br /> subsequently incurred by such Indemnified Person in connection with the defense thereof other than <br /> reasonable costs of any investigation; provided, however, that if the named parties to any such action <br /> (including any impleaded parties) include the Indemnified Person and the Member, and the <br /> Indemnified Persons reasonably conclude that there may be one or more legal defenses available to <br /> them which are different from or additional to those available to the Member, the Indemnified <br /> Persons shall have the right to select separate counsel (acceptable to the Member) to assume such <br /> legal defense and to otherwise participate in the defense of such action on behalf of the Indemnified <br /> Persons; provided, further, however, that the Member shall not, in connection with any one such <br /> action or separate but substantially similar or related actions arising out of the same general <br /> allegations or circumstances, be liable for the fees and expenses of more than one separate firm of <br /> attorneys at any point in time for the Indemnified Persons. <br /> The representations, warranties, agreements and indemnities contained herein shall <br /> survive the Closing under the Purchase Contract and any investigation made by or on behalf of the <br /> Authority or the Underwriter or any such director, officer or any such controlling person of any <br /> matters described in or related to the transactions contemplated hereby and by the Purchase Contract, <br /> the Official Statement and the Member Documents. <br /> This Letter of Representation shall be binding upon and inure solely to the benefit of <br /> the Underwriter, the Authority, the Member and any such member, officer, director or any such <br /> controlling person, and their respective personal representatives, successors and assigns, and no other <br /> person or firm shall acquire or have any right under or by virtue of this letter agreement. <br /> This Letter of Representation may be executed by the parties hereto in separate <br /> counterparts, each of which when so executed and delivered shall be an original, but all such <br /> counterparts shall together constitute but one and the same instrument, which shall be governed by <br /> laws of the State of California. <br /> KMLYDDAN 26982 257329 6 C-5 <br />