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omission if such settlement is effected with the written consent of the Issuer. In case any such claim shall be made or action brought against the Underwriter or person controlling the Underwriter based upon the Official Statement, in respect of which indemnity may be sought against the Issuer, the Underwriter shall promptly notify the Issuer in writing setting forth the particulars of such claim or action and the Issuer shall assume the defense thereof including the employment of counsel satisfactory to the Underwriter (who shall not, except with the consent of the Underwriter, be counsel of the Issuer), and the payment of all expenses. The Underwriter or any such controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Underwriter or such controlling person unless the employment, and payment by the Issuer, of such counsel has been specifically authorized by the Issuer or unless in the opinion of counsel to the Underwriter, the Underwriter has a defense or defenses not available to the Issuer. (b) To the extent permitted by law, the Underwriter agrees to indemnify and hold harmless the Issuer to the same extent and in the same manner as the foregoing indemnity from the Issuer, but only with respect to any untrue statement of a material fact contained in the Official Statement, as the same may have been duly supplemented or amended, or the omission therefrom of a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, made in reliance upon and in conformity with information furnished to the Issuer in writing by the Underwriter expressly for use in the Official Statement (or any amendment or supplement thereto). Section 11. This Agreement is made solely for the benefit of the Issuer and the Underwriter (including the successors or assigns of the Underwriter) and no other person, partnership, association or corporation shall acquire or have any rights hereunder or by virtue hereof. All representations and agreements of the Issuer in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any of the Underwriter and shall survive the delivery of and payment for the Bonds. Section 12. Any approval of the Underwriter, when required, shall be in writing signed by Gulfstream Financial Associates, Inc. and delivered to you. 15