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L Board of County Commissioners of Indian River County, Florida, et al. 1987 Page 16 (iii) there shall exist any event or condition that, in the reasonable opinion of the Underwriter, either (A) makes untrue or incorrect in any material respect any statement or information contained in the Official Statement or (B) is not reflected in the official Statement but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect; or (iv) there shall have been any materially adverse change in the affairs of NHC or the Borrower; or (v) a supplement to or amendment of the Official Statement shall have been made subsequent to the date hereof that, in the reasonable judgment of the Underwriter, materially and adversely affects the market price or the marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds. If the Issuer, the Borrower or NHC shall be unable to satisfy the conditions to the obligation of the Underwriter contained in this Bond Purchase Agreement, or if the obligations of the Underwriter hereunder shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement may be cancelled by the Underwriter, and, upon such cancellation, neither the Underwriter, the Borrower, NHC nor the Issuer shall be under any further obligation hereunder except as provided in paragraph 12 hereof. 10. Expenses. (a) The Borrower and NHC, on behalf of themselves and the Issuer, shall pay all costs and expenses incident to the performance of the obligations of the Issuer, the Borrower and NHC under this Bond Purchase Agreement, including (without limitation) (i) the cost of. preparing (including printing and distributing) this Bond Purchase Agreement, the Indenture, the Loan Agreement, the Letter of Credit, the Remarketing Agreement, the Reimbursement Agreement, the Preliminary Official Statement, the Official Statement, the Blue Sky memoranda and legal investment surveys (in such reasonable quantities as the Underwriter shall request); (ii) the cost of preparing, printing and delivering the Bonds; (iii) any fees charged by rating agencies for rating the Bonds; and (iv) the fees and disbursements of Shutts & Bowen and Piper & Marbury, as co -bond counsel, and any other expert or consultant retained by the Issuer, the Borrower or NHC. (b) The Underwriter shall pay (i) all advertising expenses in connection with their public offering and distribution of the Bonds; (ii) the CUSIP Service Bureau 4330x:10/23/87 3002-353