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El Board of County Commissioners of Indian River County, Florida, et al. 1987 Page 20 appropriate to reflect not only such relative benefits but also the relative fault of the Borrower and NHC on the one hand and the Underwriter on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Borrower and NHC on the one hand and the Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Borrower bear to the total underwriting commissions received by the Underwriter. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to • information supplied by the Borrower or NHC or by the Underwriter and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Borrower and NHC and the Underwriter agree that it would not be just and equitable if contribution pursuant to this subsection (c) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (c). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (c) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Borrower and NHC under this paragraph (c) are joint and several. 13. Joint and Several Liability. The obligations of the Borrower and NHC to pay any amounts under this Bond Purchase Agreement (including, but not limited to, the obligation of the Borrower and NHC to pay the underwriting fee, to pay certain expenses, to pay damages and to indemnify the Issuer and the Underwriter) shall be joint and several. 14. Miscellaneous. (a) Any notice or other communication to be given under this Bond Purchase Agreement may be given by delivering the same in writing to (i) the addresses set forth above, in the case of any notice to the Issuer, the Borrower or NHC and (ii) in the case of any notice to the Underwriter, to Alex. Brown & Sons Incorporated, 135 East Baltimore Street, Baltimore, Maryland 21202, Attention: John E. Cheney. 4330x:10/23/07 3002-353