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Inc., 2255 Glades Road, Suite 120-A, Boca Raton, Florida 33431, <br />Attention: Mr. Arthur H. Ziev. <br />Section 10. <br />(a) To the extent permitted by law, the Issuer agrees <br />to indemnify and hold harmless the Underwriter and each <br />person if any, who controls the Underwriter against any and <br />all losses, claims, damages and liabilities (i) arising out <br />of any untrue statement of a material fact contained in the <br />Official Statement, as the same may have been duly <br />supplemented or amended, or the omission therefrom of a <br />material fact necessary to make the statements therein, in <br />light of the circumstances under which they were made, not <br />misleading, except any such statements as were based on <br />information furnished to the Issuer by the Underwriter in <br />writing for inclusion in the Official Statement or by others <br />as specifically indicated in the Official Statement, and <br />(ii) to the extent of the aggregate amount paid in <br />settlement of any litigation commenced or threatened arising <br />from a claim based upon any such untrue statement or <br />omission if such settlement is effected with the written <br />consent of the Issuer. In case any such claim shall be made <br />or action brought against the Underwriter or person <br />controlling the Underwriter based upon the Official <br />Statement, in respect of which indemnity may be sought <br />against the Issuer, the Underwriter shall promptly notify <br />the Issuer in writing setting forth the particulars of such <br />claim or action and the Issuer shall assume the defense <br />thereof including the employment of counsel satisfactory to <br />the Underwriter (who shall not, except with the consent of <br />the Underwriter, be counsel of the Issuer), and the payment <br />of all expenses. The Underwriter or any ouch controlling <br />personal shall have the right to employ separate counsel in <br />any such action and to participate in the defense thereof, <br />but the fees and expenses of such counsel shall be at the <br />expense of the Underwriter or such controlling person unless <br />the employment, and payment by the Issuer., of such counsel <br />has been specifically authorized by the Issuer or unless in <br />the opinion of counsel to the Underwriter, the Underwriter <br />has a defense or defenses not available to the Issuer. <br />(b) To the extent permitted by law, the Underwriter <br />agrees to indemnify and hold harmless the issuer to the same <br />extent and in the same manner as the foregoing indemnity <br />from the Issuer, but only with respect to any untrue <br />statement of a material fact contained in the Official <br />Statement, as the same may have been duly supplemented or <br />amended, or the omission therefrom of a material fact <br />necessary to make the statements therein, in light of the <br />circumstances under which they were mads:, not. misleading, <br />made in reliance upon and in cnnformit:y with information <br />15 <br />