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7 - Board of County Commissioners of Indian River County, Florida, et al. 1987 Page 17 charge; and (iii) all out-of-pocket expenses of the Underwriter related to the purchase and sale of the Bonds, including the fees and disbursements of counsel for the Underwriter. 11. Limited Liability of fssuer; Immunity of officers of the Issuer. (a) No amounts shall be payable by the Issuer hereunder. (b) No recourse shall be had for the payment of any amount due hereunder or for any claim based thereon or otherwise in respect thereof or of this Bond Purchase Agreement against any officer or employee of the Issuer whether past, present or future, whether by virtue of any constitution, statute or rule of law, all such liability (if any) being hereby expressly waived and released by the other parties hereto. 12. Indemnification. (a) The Borrower and NHC jointly and severally agree to indemnify and hold harmless the Issuer, its officers and employees and members of its legislative body, and the Underwriter and each person who controls any Underwriter within the meaning of Section 15 of the Securities Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or under any other statute or common law and to reimburse each such person for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending or settling (if settled with the written consent of the Borrower and NHC) any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon the assertion that the information contained in the Preliminary Official Statement or the Official Statement (excluding any information under the headings "Underwriting" and "Legal Matters"), contains any untrue statement, or alleged untrue statement, of a material fact or omits or allegedly omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section shall not apply to any such losses, claims, damages, liabilities, expenses or actions arising out of, or based upon any .such untrue statement or alleged untrue statement or omission was made in reliance upon and in conformity with information furnished in writing to 4330x:10/23/87 3002353