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40 Bond Counsel to the effect that the establishment of such Fixed Rate Periods or such change (as the case may be) is permitted by this Indenture and will not adversely affect the excludability from gross income, for federal income tax purposes, of interest paid on the Bonds, and (3) if a Credit Facility is in effect and the proposed Conversion Date is not also a Termination Date, written evidence from each of the Rating Agencies that such conversion or establishment of such Fixed Rate Period will not result in a reduction or withdrawal of its ratings on the Bonds. The Trustee shall deliver copies of the items required by this paragraph upon receipt to the Registrar and Paying Agent, the Remarketing Agent, the Credit Facility Provider and each of the Rating Agencies. Each Fixed Rate Period established when the Bonds bear interest at the Variable Rate shall commence on the first Business Day of a month and otherwise shall commence on the date following the last day of a Fixed Rate Period. Each Long Fixed Rate Period shall end on the last calendar day of a month, unless the Bonds will bear interest at a Variable Rate after such Long Fixed Rate Period or such Long Fixed Rate Period will be followed by a Short Fixed Rate Period in which event such Long Fixed Rate Period shall end on the day immediately preceding the first Business Day of a month. All Short Fixed Rate Periods shall end on the day immediately preceding the first Business Day of a month. Fixed Rate Periods established by the Borrower in accordance with this paragraph may be of the same or different lengths. In connection with the establishment of one or more Fixed Rate Periods, at the written request of the Borrower and NHC, the Registrar and Paying Agent shall select particular Bonds to be redeemed from Sinking Fund Installments becoming due during any of such Fixed Rate Periods, which selection shall be made at least 35 days before the Fixed Rate Date on which the first such Fixed Rate Period begins. At least 35 days before each Conversion Date, the Registrar and Paying Agent shall mail a Mandatory Tender Notice to each holder of Bonds in accordance with Section 3.04 hereof. Notwithstanding anything to the contrary contained in this Indenture, in the event that not later than 5:00 p.m., New York City time, on any proposed Conversion Date the Remarketing Agent delivers to the Trustee a certificate to the effect that all of the Bonds have not been successfully remarketed on such Conversion Date, the conversion of the interest rate borne by the Bonds shall automatically be rescinded and the Bonds will bear interest from and after such date at the Variable Rate until converted to a Fixed Rate as provided in this paragraph; provided, however, that if the Bonds bore interest at a Fixed Rate prior to such proposed Conveision Date, a new Fixed Rate Period shall be established for the Bonds in accordance with paragraph (e) of this Section as if the borrower had not elected to change the interest rate on the Bonds or to establish a new Fixed Rate Period, and the Computation Date for such Fixed Rate Period shall be the first day of such Fixed Race Period (or, if not a Business Day, the immediately preceding Business Day) unless there shall be delivered to the Trustee an opinion of Bond Counsel to the effect that the automatic conversion of the interest rate borne by the Bonds to the Variable Rate in accordance with this paragraph will not adversely affect the excludability from gross income, for federal incomes -tax purposes, on interest paid on the Bonds; and provided further that such proposed Conversion Date shall be a Mandatory Tender Date notwithstanding such automatic rescission. The Trustee shall immediately give notice of any such rescission to the Borrower, NHC, the Registrar and Paying Agent, the Credit Facility Provider and each of the Rating Agencies. Upon receipt of such notice, the Registrar and Paying Agent shall immediately give 15