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, <br /> counsel in such action and the fees and expenses of such counsel (but not more than one) so <br /> � designated and retained shall be paid by the Corporation. If, however, no reasonable objection <br /> is made by the indemnified parties and the Corporation assumes the defense of such action, the <br /> Corporation shall not be liable for the fees and expenses of any counsel for the indemnified par- <br /> ties incurred thereafter in connection with such action. In no event shall the Corporation be lia- <br /> ble for the fees and expenses of more than one counsel for all indemnified parties in connection <br /> with any one action or separate but similar or related actions in the same jurisdiction arising out <br /> of the same general allegations or circumstances, unless the retaining of additional counsel has <br /> been specifically authorized by the Corporation. <br /> The representations, warranties, agreements and indemnities herein shall survive the Closing <br /> under the Purchase Contract and any investigation made by or on behalf of any of you or any per- <br /> son who controls any of you of any matters described in or related to the transactions contemplated <br /> hereby and by the Purchase Contract, the O�cial Statement, the Loan Agreement, the Note, the <br /> Second Supplemental Indenture, the Master Indenture, and the Bond Indenture. <br /> This Letter of Representation shall be binding upon and inure solely to the benefit of each of you <br /> and the Corporation and, to the extent set forth herein, persons controlling any of you, and their <br /> respective personal representatives, successors and assigns, and no other person or firm shall acquire <br /> or have any right under or by virtue of this Letter of Representation. <br /> If the fore�oing is in accordance with your understanding of the agreement between us, kindly <br /> sign and return to the Corporation a duplicate of this Letter of Representation (which may be this <br /> � Exhibit III) whereupon this will constitute a binding agreement between us in accordance with the <br /> terms hereof. <br /> Very truly yours, <br /> � DEcn� MnKOFuwi. HosPrr.�, <br /> By <br /> President <br /> Accepted and confirmed as of <br /> the date first above written. <br /> SMrrx Bwxrr�, HARRIS UPFIAM Bt CO. IxcoxPoxw�rEn <br /> As Manager of the Underwriters, • <br /> including itself <br /> By <br /> Senior Vice President , <br /> . <br /> III-4 <br />