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the judgment of. the Underwriters, adversely affects the marketability of the Notes or the market price thereof, or makes the Official Statement contain an rintrue statement of a material fact or omit to state a material fact necessary to make the statement=s therein, in light_ of the cir=cumstances ander which they were made, riot misleadin-1: <)r (i) any rating of the tfote:a shall have been downgraded or wit=hdrawn by Moody's Investors Servtcp Anel qurh action, in the opinion of the Un+lerwrltern. materially a lvec rely affect=s the market price of the Plate 9. Indemnt,ELc:atton,_Cont..rLhul'ion. (a) Th" County Agrees to the extent permitted by t.asr. to Inde;-reify and hold harmless+ the Underwriters. any memb#!r, of€icer, oEEie:iat or employee of either Underwriter• and eac h pers-on. if any. who conte,)I,€s either Underwriter within the meaning <-,f Se•:Rlon IS of the Securities Act of 19.3.3, as amended. against any and all lonssps;, ctalma, damages, ltabil Lties or exp*nses what=soever cnuned hj any untrue statement or alleged untrue Rtatement of a matprtal, fact contained in the Official Statement: or caused by Any omins;ion or alleged omission from the Official .'statement required to be stated therein or- n-rossary in order to mak* the .ttntemnnt,n made therein. to r.he L1,1ht. +sf the c=ircumstances under which they were made, rint misln,mritrtit: provided, however, that the County wi i 1. riot he l iAbLe in any acre:h case to the extent that such loan, :Abri, damages. liability or expense arises out of or is bAned uport an untrue statement or alleged rintrue statement or omission or all..ged omission made in the Official Statement in reliance upon and in conrormity with written information supplied by the underwriter speciflcalLy for use therein. (b) The Underwriters hereby agree to Indemnify and hold harmless the County, And each officer an-t employee of the County, ngAinnt any loasnes, clAims, damactes, liabilities or expenses, joint: or several, to which the county or such officer or employee of the County may become subject, under Federal laws or rectulationn or otherwise, insofar As such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Official Statement or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Official Statement in reliance upon and in conformity with written information supplied by the Underwriter specifically for use therein, and the Underwriters will reimburse any legal or other expenses 12