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employees and agents shall be protected in its or their action upon any paper <br />or document reasonably believed by it or them to be genuine, and it or they <br />may conclusively rely upon the advice or counsel as to matter of law and may <br />(but need not) require further evidence of any fact or matter before taking <br />any action. <br />UNDERWRITING <br />The Bonds of each Issue are being purchased by Alex. Brown S Sons <br />Incorporated (the "Underwriter"). The Underwriter has agreed to purchase the <br />Bonds of each Issue pursuant to separate purchase contracts. Each purchase <br />contract provides that the Underwriter will receive a fee in connection with <br />the purchase of the Bonds of each Issue of 1.25% of the initial aggregate <br />principal amount of the Bonds of such Issue. The purchase contract applicable <br />to each Issue provides that the Underwriter will purchase all the Bonds of <br />such Issue if any are purchased, but the purchase of the Bonds'of any one <br />Issue is not contingent upon and does not require the purchase of the Bonds of <br />any other Issue. <br />The Company and NHC have agreed to indemnify the Underwriter against <br />certain losses, claims, damages and liabilities arising out of any incorrect <br />statements or information, contained in this Official Statement. The <br />Underwriter may offer to sell the Bonds to certain dealers (including the <br />Underwriter and other dealers depositing such Bonds into investment trusts, <br />certain of which may be sponsored or managed by the Underwriter) and others at <br />prices lower than the public offering price stated on the cover page hereof. <br />The public offering price of the Bonds of any Issue may be changed from time <br />to time by the Underwriter. <br />RATINGS <br />Moody's Investors Service ("Moody's") has assigned ratings to the <br />Bonds of each Issue which may be obtained from the Underwriter or Moody's. <br />Any explanation of the significance of these ratings may be obtained only from <br />Moody's. The Company furnished to Moody's certain material and information <br />respecting the Bonds and the Bank furnished to Moody's certain material and <br />information about the Bank. Generally, Moody's bases its ratings on such <br />materials and information, and on investigations, studies and assumptions by <br />Moody's. There is no assurance that such ratings will be maintained for any <br />given period of time or that they will not be lowered or withdrawn entirely by <br />Moody's if, in its judgment, circumstances so warrant. A downward change in <br />or withdrawal of the ratings, or either of them, with respect to any Issue may <br />have an adverse effect on the market price of the Bonds of such Issue. <br />TAX EXEMPTIONS <br />Piper b Marbury, Baltimore, Maryland, and Shutts & Bowen, Miami, <br />Florida, Co -Bond Counsel, are of the opinion that, assuming compliance with <br />-45- <br />