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J <br />XEROX TELECOP i ER 495 212 98b J01)0+ <br />convert the interest rate borne by Bonds of an Issue frau the Variable Rata to <br />a fixed Rate by establishing one or more fixed Rate periods applicable to such <br />Bonds and shall have directed the Registrar and Paying Agent to select Bonds <br />for redemption from particular Sinking Fund Installments occurring during such <br />Fixed Rate Periods and the Company thereafter rescinds such election, the <br />lso be <br />redectionmption <br />of Bonds for redemption shall particular Sinking fundInstallmentsshadll haave ads selected notationfor <br />of <br />redemption froion pa Agent on the <br />such salvation endorsed thereon by the Registrar and Pare �ea�need to the <br />earliest date after such selection on which such Bonds D <br />Registrar end Paying Agent for purchase, endoresment, exchange or transfer, <br />Notice of Redemption <br />The Registrar and Paying Agent shall mail a notice of the redemption <br />of Bonds (other then Credit Facility Bonds) at least 30 days prior to the date <br />named for redemption to the holders of such Bonda or portions of the Bonds to <br />be redeemed, but failure duly to mail any such notice or any defect in such <br />mailing will not affect the validity of any proceedings for the redemption of <br />any other Bonds. <br />Special Acceleration <br />So long as any Credit Facility securing the Bonds of an Issue is in <br />effect and the Credit Facility Provider has not wrongfully failed to honor any <br />demand for funds under the Credit Facility, the due date for the payment of <br />the principal of or Redemption Price of, or interest on such Bonds will b• <br />accelerated within one Business Day from the date on which the Trusts• <br />receives notice from the Credit raciiity Provider stating that the Credit <br />Facility will be terminated in accordance with its terms and demanding the <br />acceleration of such Bonds. Holders of such Bonds will receive no prior <br />notice of the occurrence of the accelerated maturity data, but the Trustee <br />will, on such date, mail notice of the accelerated maturity date to each <br />affected Bondholder, See "Summary of Certain Provisions of the Reimbursement <br />Agreement - 8xpiration and Termination of Letters of Credit" in Appendix D <br />hereto. <br />Remarketing Agent <br />The Company, NHC and Alex. Brown S Sons Incorporated have entered <br />into a Remarketing Agreement dated as of December 1, 1987 (the "Remarketing <br />Agreement"), pursuant to which Alex. Brown & Sons Incorporated has agreed to <br />serve aow■ Remarketing Agent for each issue of Bonds. The principal office of <br />Alex. Brn & Sons Incorporated in New York is located at 14th Floor, 63 Wall <br />Street, New York, Now York. <br />The Remarketing Agent will separately determine the interest rates <br />from time to time borne by bonds of each Issue as described above under "The <br />Bonds - interest." In addition, the Remarketing Agent will use its beat <br />-15- <br />