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not more than 15 Business Days before the first day of such Fixed Rate Period (the "Fixed Rate Date"), to be the minimum rate of interest that, in the judgment of the Remarketing Agent, taking into account prevailing market conditions, would enable the Remarketing Agent to sell all of the Bonds of that Issue on the Fixed Rate Date at a price equal to the principal amount thereof plus accrued interest, if any, thereon. Notwithstanding the foregoing, with the consent of the Company and NHC, the Fixed Rate determined by the Remarketing Agent for the Bonds of an Issue on any Computation Date may be based upon a higher selling price not exceeding 102% of the aggregate principal amount of such Bonds if there shall be delivered to the Trustee for such Bonds an opinion of Bond Counsel to the effect that the determination of the Fixed Rate on such basis will not adversely affect the excludability from gross income of interest paid on such Bonds for federal income tax purposes. In such event, the premium received by the Remarketing Agent from the sale of such Bonds on .such Fixed Rate Date is expected to be retained by the Remarketing Agent as compensation for remarketing such Bonds. Prior to each Long Fixed Rate Period applicable to the Bonds of an Issue, the Remarketing Agent shall preliminarily determine the lowest interest rate that, in its judgment, will be the Fixed Rate for such Bonds determined on the Computation Date for such Fixed Rate Period, based upon historical trends and projections of the interest rates on such Bonds and comparable securities or any other information deemed appropriate by such Remarketing Agent, and notice thereof shall be included in the notice of such Fixed Rate Period that is mailed to the holders of such Bonds. The Fixed Rate borne by Bonds during any Long Fixed Rate Period shall not be lower than the minimum rate of interest preliminarily determined for such Bonds as described above. In connection with the establishment of one or more Fixed Rate Periods for the Bonds of an Issue, the Company and NHC, may direct the Registrar and Paying Agent to select particular Bonds of such Issue to be redeemed from Sinking Fund Installments for such Bonds becoming due during such Fixed Rate Periods, and notice of such selection shall be included in the notice of the Fixed Rate Period that is mailed to the affected Bondholders. If particular Bonds of an Issue shall have been selected to be redeemed from particular Sinking Fund Installments occurring during such Fixed Rate Period, the Remarketing Agent may determine a different preliminary and final Fixed Rate for such Bonds that are to be redeemed from each Sinking Fund Installment. At any time prior to the Computation Date for any Fixed Rate Period applicable to an Issue, the Company, with the written consent of NHC, may rescind its election to establish such Fixed Rate Period, provided, however, if such Fixed Rate Period was to be the second or any subsequent Fixed Rate Period in a succession of Fixed Rate Periods previously established by the Company, there must first be delivered to the Trustee for such Bonds an opinion of Bond Counsel to the effect that such rescission will not adversely affect the excludability from gross income for federal income tax purposes, of interest paid on the Bonds of such Issue. If the Company rescinds its election to establish a Fixed Rate Period for the Bonds of an Issue as described in this paragraph, such Bonds will continue to bear interest at the -7-