Letter of Representation- City of Brea

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