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40 <br />EXHIBIT B <br />Centers, Inc. (the "Borrower"), the Promisory Note dated as <br />of '198 (the "Note") issued by the Borrower and <br />delivered to the Issuer in accordance with the Loan Agreement, <br />the Remarketing Agreement dated as of , 198- among the <br />Borrower, National HealthCorp, L.P. ("NHC") and Alex. Brown and <br />Sons Incorporated (the "Remarketing Agent"), the Reimbursement <br />Agreement dated as of , 198 (the "Credit Facility <br />Agreement") between the Borrower and The Toronto -Dominion Bank, <br />acting through its Chicago Branch (the "Credit Facility <br />Provider"), the Letter of Credit of even date herewith (the <br />"Credit Facility" )issued by the Credit Facility Provider, the <br />Guaranty Agreement dated as of 198 (the "Guaranty <br />Agreement") between NHC and theCredit Facility Provider, the <br />Bankruptcy Code, and such other material as we deemed relevant <br />to rendering this other material as we deemed relevant to <br />rendering this opinion. Reference is made to our opinion of <br />even date with respect to the Bonds, which has been delivered <br />to you. <br />Pursuant to the Loan Agreement, the proceeds of the Bonds <br />will be deposited in accordance with the Indenture. The Loan <br />Agreement provides that the Borrower shall have no legal or <br />equitable interest in the proceeds of the Bonds or any proceeds <br />of any investment thereof except to require their application <br />in the manner and under the terms and conditions set forth in <br />the Indenture. Pursuant to the Indenture, the proceeds of the <br />Bonds have been pledged as security for the payment of the <br />principal and redemption price of and interest on, and the <br />purchase price of, the Bonds and, to the extent provided <br />therein, the amounts due under the Credit Facility Agreement. <br />The Indenture creates the Debt Service Fund, which <br />includes the Interest Account, the Principal Account and the <br />Purchase Account. Section 4.05 of the Indenture provides that, <br />so long as the Credit Facility remains in effect, unless the <br />Credit Facility Provider shall have wrongfully failed to honor <br />a demand for funds under the Credit Facility, no moneys shall <br />be deposited in the Debt, Service Fund except moneys that <br />constitute Available Moneys. <br />"Available Moneys" is defined in the Indenture to mean <br />moneys held by or on behalf of the Trustee or the Registrar and <br />Paying Agent (defined in the Indenture) (i) that constitute <br />proceeds of Bonds; (ii) that were received by the Trustee or <br />the Registrar and Paying Agent from the remarketing of the <br />Bonds by the Remarketing Agent; (iii) that were realized by the <br />Trustee or the Registrar and Paying Agent under the Credit <br />Facility; (iv) that were received by the Trustee from or on <br />behalf of the Issuer or the Borrower that have been on deposit <br />with the Trustee for at least 124 days during which no <br />9751a:10/22/87 <br />3002-353 <br />