Common use of Reset Rate Clause in Contracts

Reset Rate. (a) In connection with each Remarketing, the Remarketing Agent shall determine the Reset Rate in consultation with the Company (rounded to the nearest one-thousandth of one percent (0.00001) per annum). (b) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and shall not be a floating rate or a contingent rate. (c) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units and none of the Holders of the Separate Notes elect to have their Notes remarketed in any Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate. (d) In the event of a Successful Remarketing, the Coupon Rate shall be reset on the Reset Effective Date to the Reset Rate as determined by the Remarketing Agent under the Remarketing Agreement, and the Company shall (i) notify the Trustee by an Officers’ Certificate delivered to the Trustee and (ii) request the Depositary to notify its Depositary Participants holding Notes, in each case, of the maturity date, Reset Rate, Interest Payment Dates, ranking and any other modified terms established for the Notes during the Remarketing on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest), whether or not the Holders of all Outstanding Notes participated in such Remarketing. (e) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.

Reset Rate. (a) In connection with each Remarketing, in order to remarket the Debentures, the Remarketing Agent shall determine the Reset Rate Agent, in consultation with the Company, may reset the interest rate on the Debentures either upward or downward, or if any Debentures are remarketed as floating-rate notes, may determine the index selected by the Company and the reset spread applicable to such Debentures (rounded the new interest rate in the case of fixed-rate Debentures, and the index plus the reset spread, in the case of floating-rate notes, referred to as the nearest one-thousandth of one percent (0.00001) per annum“Reset Rate”), as provided in the Remarketing Agreement. (b) Anything herein to the contrary notwithstanding, the no Reset Rate shall in no any event exceed the maximum rate permitted by applicable law and shall not be a floating rate or a contingent ratelaw. (c) In the event of a Successful Remarketing, the interest rate for the Debentures may be reset on the Remarketing Settlement Date to the applicable Reset Rate as determined by the Remarketing Agent, in consultation with the Company, under the Remarketing Agreement, and the Company shall (1) notify the Trustee by an Officer’s Certificate delivered to the Trustee and (2) request the Depository to notify its Depository Participants holding Debentures, in each case, of the maturity date, the Reset Rate, the Interest Payment Dates and any other modified terms established for the Debentures during the Remarketing no later than 9:00 a.m. New York time on the Business Day following the date of such Successful Remarketing. Upon a Successful Remarketing, if the interest rate for the Debentures is reset, the Reset Rate shall apply to all outstanding Debentures, whether or not the Holders of all outstanding Debentures participated in such Remarketing. (d) If a reset of the interest rate on the Debentures occurs pursuant to a Successful Optional Remarketing, the Reset Rate of the Debentures shall be the interest rate or reset spread determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the interest rate or reset spread the Debentures should bear in order for the Remarketing proceeds to equal at least 100% of the sum of the Treasury Portfolio Purchase Price and the Separate Debentures Purchase Price (if any). (e) If a reset of the interest rate on the Debentures occurs pursuant to a Successful Final Remarketing, the Reset Rate shall be the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the rate the Debentures should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Debentures to be remarketed. (f) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes Debentures are included in Corporate Units (or the Holder of each such Corporate Unit has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and none of the Holders of the Separate Notes Debentures elect to have their Notes Debentures remarketed in any Remarketing, the applicable interest rate on the Notes Debentures will not be reset and will continue to be the Coupon Rate. (d) In the event of a Successful Remarketing, the Coupon Rate shall be reset on the Reset Effective Date to the Reset Rate as determined by the Remarketing Agent under the Remarketing Agreement, and the Company shall (i) notify the Trustee by an Officers’ Certificate delivered to the Trustee and (ii) request the Depositary to notify its Depositary Participants holding Notes, in each case, of the maturity date, Reset Rate, Interest Payment Dates, ranking and any other modified terms established for the Notes during the Remarketing on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest), whether or not the Holders of all Outstanding Notes participated in such Remarketing. (eg) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and time on the Business Day following the Applicable Remarketing Period. This notice shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, validly published by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.

Reset Rate. (a) In connection with each Remarketing, in order to remarket the Series A Notes, the Remarketing Agent shall determine the Reset Rate Agent, in consultation with the Company (rounded Company, may reset the interest rate on the Series A Notes either upward or downward, as provided in the Remarketing Agreement, the new interest rate being referred to herein as the nearest one-thousandth of one percent (0.00001) per annum)“Reset Rate.” (b) Anything herein to the contrary notwithstanding, the no Reset Rate shall in no any event exceed the maximum rate permitted by applicable law and shall not be a floating rate or a contingent ratelaw. (c) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units and none of the Holders of the Separate Notes elect to have their Notes remarketed in any Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate. (d) In the event of a Successful Remarketing, the Coupon Rate interest rate for the Series A Notes shall be reset on the Reset Effective Remarketing Settlement Date to the applicable Reset Rate as determined by the Remarketing Agent Agent, in consultation with the Company, under the Remarketing Agreement, and the Company shall (i1) notify the Series Trustee by an Officers’ Certificate delivered to the Series Trustee and (ii2) request the Depositary Depository to notify its Depositary Depository Participants holding Series A Notes, in each case, of the maturity date, Reset Rate, Interest Payment Dates, ranking and any other modified terms established for the Notes during the Remarketing Rate no later than 9:00 a.m. New York time on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest)outstanding Series A Notes, whether or not the Holders of all Outstanding outstanding Series A Notes participated in such Remarketing. (d) If a reset of the interest rate on the Series A Notes occurs pursuant to a Successful Optional Remarketing, the Reset Rate of the Series A Notes shall be the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the interest rate the Series A Notes should bear in order for the Remarketing proceeds to equal at least 100% of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price (if any). (e) If a reset of the interest rate on the Series A Notes occurs pursuant to a Successful Final Remarketing, the Reset Rate shall be the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the rate the Series A Notes should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Series A Notes to be remarketed. (f) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units (or the Holder of each such Corporate Unit has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and none of the Holders of the Separate Notes elect to have their Series A Notes remarketed in any Remarketing, the applicable interest rate on the Series A Notes will not be reset and will continue to be the Coupon Rate. (g) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and time on the Business Day following the Applicable Remarketing Period. This notice shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, validly published by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.

Reset Rate. (a) In connection with each Remarketing, in order to remarket the Series B Notes, the Remarketing Agent shall determine the Reset Rate Agent, in consultation with the Company (rounded Company, may reset the interest rate on the Series B Notes either upward or downward, as provided in the Remarketing Agreement, the new interest rate being referred to herein as the nearest one-thousandth of one percent (0.00001) per annum)“Reset Rate.” (b) Anything herein to the contrary notwithstanding, the no Reset Rate shall in no any event exceed the maximum rate permitted by applicable law and shall not be a floating rate or a contingent ratelaw. (c) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units and none of the Holders of the Separate Notes elect to have their Notes remarketed in any Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate. (d) In the event of a Successful Remarketing, the Coupon Rate interest rate for the Series B Notes shall be reset on the Reset Effective Remarketing Settlement Date to the applicable Reset Rate as determined by the Remarketing Agent Agent, in consultation with the Company, under the Remarketing Agreement, and the Company shall (i1) notify the Series Trustee by an Officers’ Certificate delivered to the Series Trustee and (ii2) request the Depositary Depository to notify its Depositary Depository Participants holding Series B Notes, in each case, of the maturity date, Reset Rate, Interest Payment Dates, ranking and any other modified terms established for the Notes during the Remarketing Rate no later than 9:00 a.m. New York time on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest)outstanding Series B Notes, whether or not the Holders of all Outstanding outstanding Series B Notes participated in such Remarketing. (d) If a reset of the interest rate on the Series B Notes occurs pursuant to a Successful Optional Remarketing, the Reset Rate of the Series B Notes shall be the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the interest rate the Series B Notes should bear in order for the Remarketing proceeds to equal at least 100% of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price (if any). (e) If a reset of the interest rate on the Series B Notes occurs pursuant to a Successful Final Remarketing, the Reset Rate shall be the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the rate the Series B Notes should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Series B Notes to be remarketed. (f) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units (or the Holder of each such Corporate Unit has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and none of the Holders of the Separate Notes elect to have their Series B Notes remarketed in any Remarketing, the applicable interest rate on the Series B Notes will not be reset and will continue to be the Coupon Rate. (g) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and time on the Business Day following the Applicable Remarketing Period. This notice shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, validly published by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.

Reset Rate. (a) In connection with each Remarketing, in order to remarket the Series A-1 Notes, the Remarketing Agent shall determine the Reset Rate Agent, in consultation with the Company (rounded Company, may reset the interest rate on the Series A-1 Notes either upward or downward, as provided in the Remarketing Agreement, the new interest rate being referred to herein as the nearest one-thousandth of one percent (0.00001) per annum)“Reset Rate.” (b) Anything herein to the contrary notwithstanding, the no Reset Rate shall in no any event exceed the maximum rate permitted by applicable law and shall not be a floating rate or a contingent ratelaw. (c) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units and none of the Holders of the Separate Notes elect to have their Notes remarketed in any Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate. (d) In the event of a Successful Remarketing, the Coupon Rate interest rate for the Series A-1 Notes shall be reset on the Reset Effective Remarketing Settlement Date to the applicable Reset Rate as determined by the Remarketing Agent Agent, in consultation with the Company, under the Remarketing Agreement, and the Company shall (i1) notify the Series Trustee by an Officers’ Certificate delivered to the Series Trustee and (ii2) request the Depositary Depository to notify its Depositary Depository Participants holding Series A-1 Notes, in each case, of the maturity date, Reset Rate, Interest Payment Dates, ranking and any other modified terms established for the Notes during the Remarketing Rate no later than 9:00 a.m. New York time on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest)outstanding Series A-1 Notes, whether or not the Holders of all Outstanding outstanding Series A-1 Notes participated in such Remarketing. (d) If a reset of the interest rate on the Series A-1 Notes occurs pursuant to a Successful Optional Remarketing, the Reset Rate of the Series A-1 Notes shall be the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the interest rate the Series A-1 Notes should bear in order for the Remarketing proceeds to equal at least 100% of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price (if any). (e) If a reset of the interest rate on the Series A-1 Notes occurs pursuant to a Successful Final Remarketing, the Reset Rate shall be the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the rate the Series A-1 Notes should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Series A-1 Notes to be remarketed. (f) In the event of a Successful Remarketing, on and after the Remarketing Settlement Date the Series A-1 Notes shall bear interest, to the extent permitted by law, on any overdue principal and interest at the Reset Rate. (g) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units (or the Holder of each such Corporate Unit has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and none of the Holders of the Separate Notes elect to have their Series A-1 Notes remarketed in any Remarketing, the applicable interest rate on the Series A-1 Notes will not be reset and will continue to be the Coupon Rate. (h) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and time on the Business Day following the Applicable Remarketing Period. This notice shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, validly published by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.

Reset Rate. At the written request of the Borrower with the prior written consent of the Credit Facility Provider or at the written request of the Credit Facility Provider on behalf of the Borrower if the Borrower has not provided the Credit Facility Provider proof satisfactory to it of the extension or substitution of a Hedge Agreement satisfying the requirements of the Reimbursement Agreement not later than sixty (a60) days prior to the expiration of any Hedge Agreement, the rate of interest on the Bonds may be established at a Reset Rate on any Interest Payment Date during a Variable Period or on any Reset Adjustment Date, in accordance with the procedures set forth in this Section 2.02(c). In connection with each Remarketingorder to effect establishment of a Reset Rate, the Borrower must deliver such written request (and consent of the Credit Facility Provider), or, if applicable, the Credit Facility Provider on behalf of the Borrower must deliver such written request, to the Trustee, the Issuer, the Credit Facility Provider, the Servicer, the Tender Agent and the Remarketing Agent specifying (i) the Reset Adjustment Date, which shall determine be not less than forty (40) days after notice is received by the parties, (ii) any sinking fund redemption amounts for each Interest Payment Date, as provided in Section 3.01(c), at a price equal to the principal amount of Bonds subject to redemption plus interest accrued thereon to the date fixed for redemption, without premium, pursuant to Section 3.01(b)(v) hereof and any applicable optional redemption provisions pursuant to Section 3.01(a) hereof, (iii) the proposed duration of the Reset Period, which shall be at least five (5) years (ten (10) years so long as the Credit Enhancement Agreement is the Credit Facility) or such shorter period as may be consented to in writing by the Credit Facility Provider, and shall terminate not later than the Business Day before the last Interest Payment Date preceding the (A) “Termination Date” (as defined in the Credit Enhancement Agreement) if the Credit Enhancement Agreement is the Credit Facility to be effective with respect to the Bonds during such Reset Period and (B) expiration of the Credit Facility if the Credit Enhancement Agreement is not the Credit Facility to be effective with respect to the Bonds during such Reset Period, and (iv) the date on which the Reset Rate in consultation with will be determined by the Company (rounded Remarketing Agent, which date shall be not later than the Business Day immediately prior to the nearest one-thousandth of one percent (0.00001) per annum). (b) Anything herein Reset Adjustment Date. Except as noted in the paragraph immediately below, the Trustee shall give notice to the contrary notwithstandingOwners of the Bonds of the Reset Adjustment Date by first class mail not less than nine (9) days before the Reset Adjustment Date, provided that not less than five (5) Business Days prior to the Trustee giving such notice the Borrower shall have delivered or caused to be delivered to the Trustee (1) an opinion of Bond Counsel to the effect that the establishment of the Reset Rate shall for the Reset Period in no event exceed accordance with the maximum rate procedure described in this Section 2.02(c) is permitted by applicable law this Indenture and shall the Act and will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes, (2) if Bonds are to be a floating rate held publicly after the Reset Adjustment Date, either an irrevocable commitment (which commitment may be subject to customary commercial conditions) of an Alternate Credit Facility Provider to issue an Alternate Credit Facility to be in effect upon and after the Reset Adjustment Date, together with accompanying documentation required by Section 5.4 of the Financing Agreement or a contingent rate. the irrevocable written commitment of the Credit Facility Provider for an amendment to the Credit Facility to fulfill the Interest Requirement and, if applicable, to extend the termination date of the Credit Facility, (c3) In the event form of notice to be given by the Trustee to the Bondholders with respect to the establishment of a Failed Final RemarketingReset Rate(which form shall include (i) the Reset Adjustment Date, or if no Applicable Ownership Interests in Notes are included in Corporate Units and none of (ii) that the Holders of the Separate Notes elect to have their Notes remarketed in any Remarketing, the applicable interest rate on the Notes Bonds will not be reset and will continue to be established at the Coupon Rate. (d) In the event of a Successful Remarketing, the Coupon Reset Rate shall be reset on the Reset Effective Date Adjustment Date; (iii) that all Bonds must be tendered for purchase at the Purchase Price and surrendered to the Tender Agent for purchase not later than 9:30 a.m., Washington, D.C. time, on the Reset Adjustment Date; and (iv) that the Reset Rate as determined Adjustment Date (but not the mandatory tender of Bonds on the proposed Reset Rate Adjustment Date) is subject to cancellation upon receipt by the Trustee of notice from the Remarketing Agent under the Remarketing Agreement, and the Company shall (i) notify the Trustee by an Officers’ Certificate delivered to the Trustee and (ii) request the Depositary to notify its Depositary Participants holding Notes, in each case, of the maturity date, Reset Rate, Interest Payment Dates, ranking and any other modified terms established for the Notes during the Remarketing on the Business Day following the date of the Successful Remarketing. Upon that a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred InterestMarket Risk Event has occurred), whether or not the Holders of all Outstanding Notes participated in such Remarketing. (e) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.,

Reset Rate. (a) In connection with each Remarketing, in order to remarket the Series A-2 Notes, the Remarketing Agent shall determine the Reset Rate Agent, in consultation with the Company (rounded Company, may reset the interest rate on the Series A-2 Notes either upward or downward, as provided in the Remarketing Agreement, the new interest rate being referred to herein as the nearest one-thousandth of one percent (0.00001) per annum)“Reset Rate.” (b) Anything herein to the contrary notwithstanding, the no Reset Rate shall in no any event exceed the maximum rate permitted by applicable law and shall not be a floating rate or a contingent ratelaw. (c) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units and none of the Holders of the Separate Notes elect to have their Notes remarketed in any Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate. (d) In the event of a Successful Remarketing, the Coupon Rate interest rate for the Series A-2 Notes shall be reset on the Reset Effective Remarketing Settlement Date to the applicable Reset Rate as determined by the Remarketing Agent Agent, in consultation with the Company, under the Remarketing Agreement, and the Company shall (i1) notify the Series Trustee by an Officers’ Certificate delivered to the Series Trustee and (ii2) request the Depositary Depository to notify its Depositary Depository Participants holding Series A-2 Notes, in each case, of the maturity date, Reset Rate, Interest Payment Dates, ranking and any other modified terms established for the Notes during the Remarketing Rate no later than 9:00 a.m. New York time on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest)outstanding Series A-2 Notes, whether or not the Holders of all Outstanding outstanding Series A-2 Notes participated in such Remarketing. (d) If a reset of the interest rate on the Series A-2 Notes occurs pursuant to a Successful Optional Remarketing, the Reset Rate of the Series A-2 Notes shall be the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the interest rate the Series A-2 Notes should bear in order for the Remarketing proceeds to equal at least 100% of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price (if any). (e) If a reset of the interest rate on the Series A-2 Notes occurs pursuant to a Successful Final Remarketing, the Reset Rate shall be the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the rate the Series A-2 Notes should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Series A-2 Notes to be remarketed. (f) In the event of a Successful Remarketing, on and after the Remarketing Settlement Date the Series A-2 Notes shall bear interest, to the extent permitted by law, on any overdue principal and interest at the Reset Rate. (g) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units (or the Holder of each such Corporate Unit has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and none of the Holders of the Separate Notes elect to have their Series A-2 Notes remarketed in any Remarketing, the applicable interest rate on the Series A-2 Notes will not be reset and will continue to be the Coupon Rate. (h) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and time on the Business Day following the Applicable Remarketing Period. This notice shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, validly published by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.

Reset Rate. (a) In connection with each RemarketingDuring the Reset Period, the Remarketing Agent Bonds shall determine bear interest at the Reset Rate in consultation with the Company Rate. Not less than thirty (rounded 30) days prior to the nearest oneReset Date, the Trustee shall provide notice by first-thousandth of one percent class mail, postage prepaid, to all Owners (0.00001) per annum). (b) Anything herein with a copy to the contrary notwithstanding, Issuer and the Reset Rate shall in no event exceed Borrower) at their addresses shown on the maximum rate permitted by applicable law and shall not be a floating rate or a contingent rate. (c) In Bond register notifying them that the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units and none of the Holders of the Separate Notes elect to have their Notes remarketed in any Remarketing, the applicable interest rate on the Notes Bonds will not be reset and will continue to be the Coupon Rate. (d) In the event of a Successful Remarketing, the Coupon Rate shall be reset on the Reset Effective Date converted to the Reset Rate as determined by effective on the Remarketing Agent under Reset Date if the Remarketing AgreementTrustee receives an Opinion of Bond Counsel to the effect that conversion of the interest rate on the Bonds to the Reset Rate on the Reset Date will not, in and of itself, cause interest on the Bonds to be includable in gross income for federal income tax purposes. Failure to mail any such notice or any defect in the mailing thereof in respect of any Bond shall not affect the validity of the conversion of the interest rate with respect to any Bond. It is a condition to conversion of the interest rate on the Bonds to the Reset Rate on the Reset Date that the Trustee and the Company Servicer shall have received an Opinion of Bond Counsel to the effect that conversion of the interest rate on the Bonds to the Reset Rate on the Reset Date will not, in and of itself, cause interest on the Bonds to be includable in gross income for federal income tax purposes. During the Reset Period, the Servicer shall determine a Reset Rate for the Bonds for each day. The Servicer shall give telephonic or facsimile notice (iwith following written confirmation) notify the Trustee by an Officers’ Certificate delivered on, or promptly following, each Interest Payment Date to the Trustee and (ii) request the Depositary to notify its Depositary Participants holding Notes, in each case, Borrower of the maturity date, Reset Rate, interest payable on such Interest Payment DatesDate. Absent manifest error, ranking and any other modified terms established for the Notes during the Remarketing on the Business Day following the date determination of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate by the Servicer shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest), whether or not be conclusive and binding upon the Holders of all Outstanding Notes participated in such Remarketing. (e) If there is a Failed RemarketingOwners, the Company shall cause a notice of Issuer, the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, by making a timely release to any appropriate news agency, including Bloomberg Business News Borrower and the Dow ▇▇▇▇▇ News ServiceTrustee.

Reset Rate. (a) In connection with each Remarketing, in order to remarket the Notes, the Remarketing Agent shall determine the Reset Rate Agent, in consultation with the Company, may reset the interest rate on the Notes either upward or downward or, if the Notes are remarketed as floating-rate notes, may determine the reset spread above an interest rate index selected by the Company (rounded applicable to the nearest oneNotes, as provided in the Remarketing Agreement (the new interest rate in the case of fixed-thousandth rate notes, and the interest rate index plus the reset spread, in the case of one percent (0.00001) per annumfloating-rate notes, being referred to herein as the “Reset Rate”). (b) Anything herein to the contrary notwithstanding, the no Reset Rate shall in no any event exceed the maximum rate permitted by applicable law and shall not be a floating rate or a contingent ratelaw. (c) In the event of a Successful Remarketing, the interest rate for the Notes shall be reset on the Remarketing Settlement Date to the applicable Reset Rate as determined by the Remarketing Agent, in consultation with the Company, under the Remarketing Agreement, and the Company shall (1) notify the Trustee by an Officers’ Certificate delivered to the Trustee and (2) request the Depository to notify its Depository participants holding Notes, in each case, of the Reset Rate, Stated Maturity, Interest Payment Dates, and any other modified terms established for the Notes in connection with such Successful Remarketing, no later than 9:00 a.m. New York City time on the Business Day following the date of such Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes, whether or not the Holders of all Outstanding Notes participated in such Remarketing. (d) If a reset of the interest rate on the Notes occurs pursuant to a Successful Optional Remarketing, the Reset Rate shall be the interest rate, or derived from the interest rate spread, as applicable, determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the interest rate or interest rate spread, as applicable, the Notes should bear in order for the Remarketing proceeds to equal at least 100% of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price (if any). (e) If a reset of the interest rate on the Notes occurs pursuant to a Successful Final Remarketing, the Reset Rate shall be the interest rate, or derived from the interest rate spread, as applicable, determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the interest rate or interest rate spread, as applicable, the Notes should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Notes to be remarketed. (f) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units (or the Holder of each such Corporate Unit has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and none of the Holders of the Separate Notes elect to have their Notes remarketed in any Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate. (d) In the event of a Successful Remarketing, the Coupon Rate shall be reset on the Reset Effective Date to the Reset Rate as determined by the Remarketing Agent under the Remarketing Agreement, and the Company shall (i) notify the Trustee by an Officers’ Certificate delivered to the Trustee and (ii) request the Depositary to notify its Depositary Participants holding Notes, in each case, of the maturity date, Reset Rate, Interest Payment Dates, ranking and any other modified terms established for the Notes during the Remarketing on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest), whether or not the Holders of all Outstanding Notes participated in such Remarketing. (eg) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and time on the Business Day following the Applicable Remarketing Period. This notice shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, validly published by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.

Reset Rate. (a) In connection with each Remarketing, the Remarketing Agent shall determine the Reset Rate in consultation with the Company and the Guarantor (rounded to the nearest one-thousandth of one percent (0.00001) per annum). (b) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and shall not be a floating rate or a contingent ratelaw. (c) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units and none of the Holders of the Separate Notes elect to have their Notes remarketed in any Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate. (d) In the event of a Successful Remarketing, the Coupon Rate shall be reset on the Reset Effective Remarketing Settlement Date to the Reset Rate as determined by the Remarketing Agent under the Remarketing Agreement, and the Company shall (i) notify the Trustee by an Officers’ Certificate delivered to the Trustee and (ii) request the Depositary to notify its Depositary Participants holding Notes, in each case, of the maturity date, Reset Rate, Interest Payment Dates, ranking and any other modified terms established for the Notes during the Remarketing on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate for each Tranche shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest)such Tranche, whether or not the Holders of all Outstanding Notes of such Tranche participated in such Remarketing. (d) If a reset occurs with respect to a Tranche of the Notes pursuant to a Successful Optional Remarketing, the Reset Rate of such Tranche shall be the interest rate determined by the Remarketing Agent(s) as the rate the Notes of such Tranche should bear in order for the aggregate principal amount of such Tranche of Notes to have an aggregate market value on the Optional Remarketing Date of at least 100% of the Relevant Fraction of the aggregate of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price, if any. (e) If a reset occurs with respect to a Tranche of the Notes pursuant to a Successful Final Remarketing, the Reset Rate shall be the interest rate determined by the Remarketing Agent(s) as the rate the Notes of such Tranche should bear in order for the Remarketing proceeds to equal at least 100% of the principal amount of the Notes of such Tranche being remarketed. (f) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units and none of the Holders of the Separate Notes elect to have their Notes remarketed in any Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate. (g) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published before 9:00 a.m., New York City time on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, Period. This notice shall be validly published not later than 9:00 a.m., New York City time, and shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.

Reset Rate. (a) In connection with each Remarketing, in order to remarket the Notes, the Remarketing Agent shall determine the Reset Rate Agent, in consultation with the Company (rounded Company, may reset the interest rate on the Notes either upward or downward, as provided in the Remarketing Agreement, the new interest rate being referred to herein as the nearest one-thousandth of one percent (0.00001) per annum)“Reset Rate.” (b) Anything herein to the contrary notwithstanding, the no Reset Rate shall in no any event exceed the maximum rate permitted by applicable law and shall not be a floating rate or a contingent ratelaw. (c) In the event of a Successful Remarketing, the interest rate for the Notes shall be reset on the Remarketing Settlement Date to the applicable Reset Rate as determined by the Remarketing Agent, in consultation with the Company, under the Remarketing Agreement, and the Company shall (1) notify the Trustee by an Officer’s Certificate delivered to the Trustee and (2) request the Depository to notify its Participants holding Notes, in each case, of the Reset Rate no later than 9:00 a.m. New York City time on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes, whether or not the Holders of all Outstanding Notes participated in such Remarketing. (d) If a reset of the interest rate on the Notes occurs pursuant to a Successful Optional Remarketing, the Reset Rate shall be the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the interest rate the Notes should bear in order for the Remarketing proceeds to equal at least 100% of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price (if any). (e) If a reset of the interest rate on the Notes occurs pursuant to a Successful Final Remarketing, the Reset Rate shall be the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the interest rate the Notes should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Notes to be remarketed. (f) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units (or the Holder of each such Corporate Unit has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and none of the Holders of the Separate Notes elect to have their Notes remarketed in any Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate. (d) In the event of a Successful Remarketing, the Coupon Rate shall be reset on the Reset Effective Date to the Reset Rate as determined by the Remarketing Agent under the Remarketing Agreement, and the Company shall (i) notify the Trustee by an Officers’ Certificate delivered to the Trustee and (ii) request the Depositary to notify its Depositary Participants holding Notes, in each case, of the maturity date, Reset Rate, Interest Payment Dates, ranking and any other modified terms established for the Notes during the Remarketing on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest), whether or not the Holders of all Outstanding Notes participated in such Remarketing. (eg) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and time on the Business Day following the Applicable Remarketing Period. This notice shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, validly published by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.

Reset Rate. (a) In connection with each Remarketing, the Remarketing Agent shall determine the Reset Rate in consultation with the Company (rounded to the nearest one-thousandth of one percent (0.00001) per annum). (b) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and shall not be a floating rate or a contingent ratelaw. (c) In the event of a Failed Final Remarketing, Remarketing or if no Applicable Ownership Interests in Senior Notes are included in Corporate Units and none of the Holders of the Separate Senior Notes elect to have their Senior Notes remarketed in any Remarketing, the applicable interest rate on the Senior Notes will not be reset and will continue to be the Coupon Rate. (d) In the event of a Successful Remarketing, the Coupon Rate shall be reset on the Reset Effective Date to the Reset Rate as determined by the Remarketing Agent under the Remarketing Agreement, and the Company shall (i) notify the Trustee by an Officers’ Certificate delivered to the Trustee and (ii) request the Depositary to notify its Depositary Participants holding Notes, in each case, Senior Notes of the maturity date, Reset Rate, Interest Payment Datesinterest payment dates, ranking and any other modified terms established for the Senior Notes during the Remarketing on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest)outstanding Senior Notes, whether or not the Holders of all Outstanding outstanding Senior Notes participated in such Remarketing. (e) If there is a Failed Remarketing, the Company shall will cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.

Reset Rate. (a) In connection with each Remarketing, in order to remarket the Series 2019B Notes, the Remarketing Agent shall determine the Reset Rate Agent, in consultation with the Company (rounded Company, may reset the interest rate on the Series 2019B Notes either upward or downward, as provided in the Remarketing Agreement, the new interest rate being referred to herein as the nearest one-thousandth of one percent (0.00001) per annum)“Reset Rate.” (b) Anything herein to the contrary notwithstanding, the no Reset Rate shall in no any event exceed the maximum rate permitted by applicable law and shall not be a floating rate or a contingent ratelaw. (c) In the event of a Successful Remarketing, the interest rate for the Series 2019B Notes shall be reset on the Remarketing Settlement Date to the applicable Reset Rate as determined by the Remarketing Agent, in consultation with the Company, under the Remarketing Agreement, and the Company shall (1) notify the Trustee by an Officers’ Certificate delivered to the Trustee and (2) request the Depository to notify its Depository Participants holding Series 2019B Notes, in each case, of the Reset Rate no later than 9:00 a.m., New York City time, on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, if the interest rate for the Series 2019B Notes is reset, the Reset Rate shall apply to all outstanding Series 2019B Notes, whether or not the Holders of all outstanding Series 2019B Notes participated in such Remarketing. (d) If a reset of the interest rate on the Series 2019B Notes occurs pursuant to a Successful Optional Remarketing, the Reset Rate of the Series 2019B Notes shall be the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the interest rate the Series 2019B Notes should bear in order for the Remarketing proceeds to equal at least 100% of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price (if any). (e) If a reset of the interest rate on the Series 2019B Notes occurs pursuant to a Successful Final Remarketing, the Reset Rate shall be the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the rate the Series 2019B Notes should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Series 2019B Notes to be remarketed. (f) In the event of a Successful Remarketing, on and after the Remarketing Settlement Date the Series 2019B Notes shall bear interest, to the extent permitted by law, on any overdue principal and interest at the Reset Rate. (g) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units (or the Holder of each such Corporate Unit has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and none of the Holders of the Separate Notes elect to have their Series 2019B 39741868 Notes remarketed in any Remarketing, the applicable interest rate on the Series 2019B Notes will not be reset and will continue to be the Coupon Securities Rate. (d) In the event of a Successful Remarketing, the Coupon Rate shall be reset on the Reset Effective Date to the Reset Rate as determined by the Remarketing Agent under the Remarketing Agreement, and the Company shall (i) notify the Trustee by an Officers’ Certificate delivered to the Trustee and (ii) request the Depositary to notify its Depositary Participants holding Notes, in each case, of the maturity date, Reset Rate, Interest Payment Dates, ranking and any other modified terms established for the Notes during the Remarketing on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest), whether or not the Holders of all Outstanding Notes participated in such Remarketing. (eh) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and on the Business Day following the Applicable Remarketing Period. This notice shall include the procedures that must be followed if validly published by furnishing such information on a Holder wishes to exercise its Put Right), in each case, Current Report on Form 8-K or by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.

Reset Rate. (a) In connection with each Remarketing, in order to remarket the Notes, the Remarketing Agent shall determine the Reset Rate Agent, in consultation with the Company, may reset the interest rate on the Notes either upward or downward or, if the Notes are remarketed as floating-rate notes, determine the reset spread above an interest rate index selected by the Company (rounded applicable to the nearest oneNotes, as provided in the Remarketing Agreement (the new interest rate in the case of fixed-thousandth rate notes, and the interest rate index plus the reset spread, in the case of one percent (0.00001) per annumfloating-rate notes, being referred to herein as the “Reset Rate”). (b) Anything herein to the contrary notwithstanding, the no Reset Rate shall in no any event exceed the maximum rate permitted by applicable law and shall not be a floating rate or a contingent ratelaw. (c) In the event of a Successful Remarketing, the interest rate for the Notes shall be reset on the Remarketing Settlement Date to the applicable Reset Rate as determined by the Remarketing Agent, in consultation with the Company, under the Remarketing Agreement, and the Company shall (1) notify the Trustee by an Officers’ Certificate delivered to the Trustee and (2) request the Depositary to notify its Depositary participants holding Notes, in each case, of the Reset Rate, Stated Maturity, Interest Payment Dates, and any other modified terms established for the Notes in connection with such Successful Remarketing, no later than 9:00 a.m. New York City time on the Business Day following the date of such Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes, whether or not the Holders of all Outstanding Notes participated in such Remarketing. (d) If a reset of the interest rate on the Notes occurs pursuant to a Successful Optional Remarketing, the Reset Rate shall be the interest rate, or derived from the interest rate spread, as applicable, determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the interest rate or interest rate spread, as applicable, the Notes should bear in order for the Remarketing proceeds to equal at least 100% of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price (if any). (e) If a reset of the interest rate on the Notes occurs pursuant to a Successful Final Remarketing, the Reset Rate shall be the interest rate, or derived from the interest rate spread, as applicable, determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the interest rate or interest rate spread, as applicable, the Notes should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Notes to be remarketed. (f) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units (or the Holder of each such Corporate Unit has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and none of the Holders of the Separate Notes elect to have their Notes remarketed in any Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate. (d) In the event of a Successful Remarketing, the Coupon Rate shall be reset on the Reset Effective Date to the Reset Rate as determined by the Remarketing Agent under the Remarketing Agreement, and the Company shall (i) notify the Trustee by an Officers’ Certificate delivered to the Trustee and (ii) request the Depositary to notify its Depositary Participants holding Notes, in each case, of the maturity date, Reset Rate, Interest Payment Dates, ranking and any other modified terms established for the Notes during the Remarketing on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest), whether or not the Holders of all Outstanding Notes participated in such Remarketing. (eg) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and time on the Business Day following the Applicable Remarketing Period. This notice shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, validly published by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.

Reset Rate. Provided no Event of Default shall have occurred and be continuing, at the written request of the Borrower and with the prior written consent of Freddie Mac and the Bank or, after Conversion, at the written request of the Credit Facility Provider on behalf of the Borrower if the Borrower has not provided the Credit Facility Provider proof satisfactory to it of the extension or substitution of a Hedge Agreement satisfying the requirements of the Reimbursement Agreement not later than sixty (a60) days prior to the expiration of the Hedge Agreement, the rate of interest on the Bonds may be established at a Reset Rate on any Interest Payment Date during a Variable Period or on any Reset Adjustment Date, in accordance with the procedures set forth in this subsection (c). In connection with each Remarketingorder to effect establishment of a Reset Rate, the Borrower must deliver such written consent and a written request to the Trustee, the Issuer, the Credit Facility Provider, the Servicer (from and after the Conversion Date), the Tender Agent and the Remarketing Agent (or, if applicable, following the Conversion Date, the Credit Facility Provider on behalf of the Borrower must deliver such request) specifying (i) (if the Bonds then bear interest at a Variable Rate) the Reset Adjustment Date, which shall determine be not less than forty (40) days after notice is received by the parties, (ii) the sinking fund redemption amounts for each Interest Payment Date, as provided in Section 3.01(c), at a price equal to the principal amount of Bonds subject to redemption plus interest accrued thereon to the date fixed for redemption, without premium, pursuant to Section 3.01(b)(v) hereof and any applicable optional redemption provisions pursuant to Section 3.01(a) hereof, (iii) the proposed duration of the Reset Period, which shall be at least five (5) years (ten (10) years so long as the Credit Enhancement Agreement is the Credit Facility) or such shorter period as may be approved by the Credit Facility Provider and shall terminate on the Business Day before the last Interest Payment Date preceding (x) the “Termination Date” (as defined in the Credit Enhancement Agreement) if the Credit Enhancement Agreement is the Credit Facility, to be effective with respect to the Bonds during such Reset Period and (y) the expiration of the Credit Facility if the Credit Enhancement Agreement is not the Credit Facility to be effective with respect to the Bonds during such Reset Period, and (iv) the date on which the Reset Rate in consultation with will be determined by the Company (rounded Remarketing Agent, which date shall be not later than the Business Day immediately prior to the nearest one-thousandth Reset Adjustment Date. Such notice must be accompanied by (1) an opinion of one percent (0.00001) per annum). (b) Anything herein Bond Counsel to the contrary notwithstanding, effect that the establishment of the Reset Rate shall for the Reset Period in no event exceed accordance with the maximum rate permitted by applicable law and shall not be a floating rate or a contingent rate. procedure described in this subsection (c) is permitted by this Indenture and the Act and will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds, (2) if Bonds are to be held publicly after the Reset Adjustment Date, either an irrevocable commitment (which commitment may be subject to customary commercial conditions) of an Alternate Credit Facility Provider to issue an Alternate Credit Facility, together with accompanying documentation required by Section 5.4 of the Financing Agreement or the irrevocable written commitment of the Credit Facility Provider for an amendment to the Credit Facility to fulfill the Interest Requirement and, if applicable, to extend the termination date of the Credit Facility, (3) the form of notice to be given by the Trustee to the owners of the Bonds with respect to the establishment of a Reset Rate, (4) payment to the Trustee and the Issuer of such amount as the Trustee and the Issuer, respectively, reasonably determines may be required in connection with the establishment of the Reset Rate, including, but not limited to, its own fees and expenses (including those of its counsel) and the cost of printing new Bonds, (5) the proposed form of disclosure document, if any, to be distributed in connection with the remarketing of the Bonds on the Reset Adjustment Date and an undertaking of the Borrower which satisfies any applicable requirements of Rule 15c2-12 of the Securities Exchange Act of 1934, and (6) unless otherwise consented to in writing by the Issuer in its sole and absolute discretion, either: (A) the repayment of the Bonds or the Bond Mortgage Loan from and after such Reset Adjustment Date will be secured by a credit enhancement provided by Freddie Mac in form and substance equivalent to the Credit Facility, or (B) written evidence from the Rating Agency to the effect that the Bonds will be rated at least “Aa2”/”P-1” by Moody’s or “AA”/”A-1” by S&P, without regard to pluses or minuses (or such lower ratings as shall be approved by the Issuer) on such Reset Adjustment Date. If (i) the Credit Facility to be in effect upon and after a Reset Adjustment Date or (ii) an irrevocable commitment as described in (2) above is not delivered to the Trustee in escrow at least fifteen (15) days before the applicable Reset Adjustment Date, or if on any Business Day at least fifteen (15) days before the applicable Reset Adjustment Date the Trustee receives notice from the Remarketing Agent that a Market Risk Event has occurred, the Trustee shall not give the notice specified in the next paragraph to the owners of the Bonds. In the event that the Trustee receives notice from the Remarketing Agent that a Market Risk Event has occurred after giving the notice specified in the next paragraph to the owners of the Bonds, the Trustee shall notify the owners of the Bonds that the Reset Adjustment Date has been cancelled. In such event, the Bonds shall (i) continue to bear interest at a Failed Final RemarketingVariable Rate if the Bonds then bear interest at a Variable Rate, or (ii) if no Applicable Ownership Interests the Bonds then bear interest at a Reset Rate, on the day following the Reset Period, the Bonds shall be redeemed or purchased in Notes are included in Corporate Units and none lieu thereof pursuant to Section 3.01(b)(vi) or 3.06 hereof, as applicable. The Trustee shall give notice to the owners of the Holders of Bonds, by first class mail not less than nine (9) days before the Separate Notes elect to have their Notes remarketed in any RemarketingReset Adjustment Date specifying: (i) the Reset Adjustment Date, and that the applicable interest rate on the Notes Bonds will be established at the Reset Rate on the Reset Adjustment Date; (ii) that all Bonds must be tendered for purchase at the Purchase Price and surrendered to the Tender Agent for purchase not later than 9:30 a.m., Washington, DC time, on the Reset Adjustment Date; and (iii) that the Reset Adjustment Date is subject to cancellation upon the Trustee’s receipt of notice from the Remarketing Agent that a Market Risk Event has occurred. Any Bond not tendered to the Tender Agent for purchase in accordance with the provisions of this subsection (c), on a Reset Adjustment Date (including a cancelled Reset Adjustment Date) shall be reset deemed to have been tendered for purchase on such Reset Adjustment Date pursuant to Section 10.01 hereof for all purposes of this Indenture, including particularly Article X hereof; provided, however, payment on such Bonds shall only be made upon presentation thereof. From and after each Reset Adjustment Date until the last day of the related Reset Period, the Bonds will continue to be bear interest at the Coupon applicable Reset Rate. (d) In , payable on each Interest Payment Date of each year, commencing on the event Interest Payment Date next following the Reset Adjustment Date, computed on the basis of a Successful Remarketing, the Coupon 360-day year of twelve 30-day months. The Reset Rate shall be reset on the Reset Effective Date to the Reset Rate as that rate, determined by the Remarketing Agent under on the date specified in the notice from the Borrower referred to in the first paragraph of this subsection (c), which, in the reasonable professional judgment of the Remarketing AgreementAgent, on the basis of prevailing financial market conditions, would be the interest rate necessary, but which would not exceed the interest rate necessary, to be borne by the Bonds in order for the market value of the Bonds on said date to be 100% of the principal amount thereof (disregarding accrued interest), provided that the Reset Rate on any Bond shall never exceed the Maximum Rate. The determination of a Reset Rate by the Remarketing Agent in accordance with the provisions of this subsection (c) shall (in the absence of manifest error) be conclusive and binding upon the Holders of the Bonds, the Issuer, the Credit Facility Provider, the Servicer (from and after the Conversion Date), the Remarketing Agent, the Borrower, the Tender Agent and the Trustee, and the Company each shall (i) notify the Trustee by an Officers’ Certificate delivered be protected in relying on it. At least 40 and not more than 50 days prior to the Trustee final Interest Payment Date of a Reset Period, the Borrower shall elect to have the Bonds bear interest from and after such Interest Payment Date at a Reset Rate for a new Reset Period or at a Variable Rate or a Fixed Rate by giving written notice of such election to the Trustee, the Tender Agent, the Issuer, the Credit Facility Provider, the Servicer (iifrom and after the Conversion Date) request and the Depositary Remarketing Agent. If the Borrower elects to notify its Depositary Participants holding Noteshave the Bonds bear interest at a Variable Rate or fails to make such election, the Borrower shall be deemed to have elected to have the Bonds bear interest at a Variable Rate determined in accordance with the procedures set forth in subsection (b) of this Section commencing on the day immediately following the last day of the Reset Period, in each case, which event there shall be no mandatory sinking fund redemption schedule for the Bonds during the succeeding Variable Period. Notwithstanding the election of the maturity date, Borrower to have the Bonds bear interest at a new Reset Rate, Interest Payment Datesa Fixed Rate or a Variable Rate as the case may be, ranking and any other modified terms established for at the Notes during end of a Reset Period or the Remarketing deemed election of the Borrower to have the Bonds bear interest at a Variable Rate, if the Borrower fails to supply the items required by subsections (c) or (d), as applicable, of this Section 2.02, the Bonds shall be redeemed or purchased in lieu thereof on the Business Day day following the date of the Successful Remarketing. Upon a Successful Remarketingsuch Reset Period pursuant to Section 3.01(b)(vi) or 3.06 hereof, the Reset Rate shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest), whether or not the Holders of all Outstanding Notes participated in such Remarketingas applicable. (e) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.

Reset Rate. (a) In connection with each Remarketing, the Remarketing Agent shall determine the Reset Rate in consultation with the Company and the Guarantor (rounded to the nearest one-thousandth of one percent (0.00001) per annum). (b) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and shall not be a floating rate or a contingent ratelaw. (c) In the event of a Successful Remarketing, the Coupon Rate shall be reset on the Remarketing Settlement Date to the Reset Rate as determined by the Remarketing Agent under the Remarketing Agreement, and the Company shall (i) notify the Trustee by an Officers’ Certificate delivered to the Trustee and (ii) request the Depositary to notify its Depositary Participants holding Notes, in each case, of the maturity date, Reset Rate, Interest Payment Dates and any other modified terms established for the Notes during the Remarketing on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate for each Tranche shall apply to all Outstanding Notes of such Tranche, whether or not the Holders of all Outstanding Notes of such Tranche participated in such Remarketing. (d) If a reset occurs with respect to a Tranche of the Notes pursuant to a Successful Optional Remarketing, the Reset Rate of such Tranche shall be the interest rate determined by the Remarketing Agent(s) as the rate the Notes of such Tranche should bear in order for the aggregate principal amount of such Tranche of Notes to have an aggregate market value on the Optional Remarketing Date of at least 100% of the Relevant Fraction of the aggregate of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price, if any. (e) If a reset occurs with respect to a Tranche of the Notes pursuant to a Successful Final Remarketing, the Reset Rate shall be the interest rate determined by the Remarketing Agent(s) as the rate the Notes of such Tranche should bear in order for the Remarketing proceeds to equal at least 100% of the principal amount of the Notes of such Tranche being remarketed. (f) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units and none of the Holders of the Separate Notes elect to have their Notes remarketed in any Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate. (d) In the event of a Successful Remarketing, the Coupon Rate shall be reset on the Reset Effective Date to the Reset Rate as determined by the Remarketing Agent under the Remarketing Agreement, and the Company shall (i) notify the Trustee by an Officers’ Certificate delivered to the Trustee and (ii) request the Depositary to notify its Depositary Participants holding Notes, in each case, of the maturity date, Reset Rate, Interest Payment Dates, ranking and any other modified terms established for the Notes during the Remarketing on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest), whether or not the Holders of all Outstanding Notes participated in such Remarketing. (eg) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published before 9:00 a.m., New York City time on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, Period. This notice shall be validly published not later than 9:00 a.m., New York City time, and shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.

Reset Rate. Provided no Event of Default shall have occurred and be continuing, at the written request of the Borrower and with the prior written consent of ▇▇▇▇▇▇▇ Mac and the Bank or, after Conversion, at the written request of the Credit Facility Provider on behalf of the Borrower if the Borrower has not provided the Credit Facility Provider proof satisfactory to it of the extension or substitution of a Hedge Agreement satisfying the requirements of the Reimbursement Agreement not later than sixty (a60) days prior to the expiration of the Hedge Agreement, the rate of interest on the Bonds may be established at a Reset Rate on any Interest Payment Date during a Variable Period or on any Reset Adjustment Date, in accordance with the procedures set forth in this subsection (c). In connection with each Remarketingorder to effect establishment of a Reset Rate, the Borrower must deliver such written consent and a written request to the Trustee, the Issuer, the Credit Facility Provider, the Servicer (from and after the Conversion Date), the Tender Agent and the Remarketing Agent (or, if applicable, following the Conversion Date, the Credit Facility Provider on behalf of the Borrower must deliver such request) specifying (i) (if the Bonds then bear interest at a Variable Rate) the Reset Adjustment Date, which shall determine be not less than forty (40) days after notice is received by the parties, (ii) the sinking fund redemption amounts for each Interest Payment Date, as provided in Section 3.01(c), at a price equal to the principal amount of Bonds subject to redemption plus interest accrued thereon to the date fixed for redemption, without premium, pursuant to Section 3.01(b)(v) hereof and any applicable optional redemption provisions pursuant to Section 3.01(a) hereof, (iii) the proposed duration of the Reset Period, which shall be at least five (5) years (ten (10) years so long as the Credit Enhancement Agreement is the Credit Facility) or such shorter period as may be approved by the Credit Facility Provider and shall terminate on the Business Day before the last Interest Payment Date preceding (x) the “Termination Date” (as defined in the Credit Enhancement Agreement) if the Credit Enhancement Agreement is the Credit Facility, to be effective with respect to the Bonds during such Reset Period and (y) the expiration of the Credit Facility if the Credit Enhancement Agreement is not the Credit Facility to be effective with respect to the Bonds during such Reset Period, and (iv) the date on which the Reset Rate in consultation with will be determined by the Company (rounded Remarketing Agent, which date shall be not later than the Business Day immediately prior to the nearest one-thousandth Reset Adjustment Date. Such notice must be accompanied by (1) an opinion of one percent (0.00001) per annum). (b) Anything herein Bond Counsel to the contrary notwithstanding, effect that the establishment of the Reset Rate shall for the Reset Period in no event exceed accordance with the maximum rate permitted by applicable law and shall not be a floating rate or a contingent rate. procedure described in this subsection (c) is permitted by this Indenture and the Act and will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds, (2) if Bonds are to be held publicly after the Reset Adjustment Date, either an irrevocable commitment (which commitment may be subject to customary commercial conditions) of an Alternate Credit Facility Provider to issue an Alternate Credit Facility, together with accompanying documentation required by Section 5.4 of the Financing Agreement or the irrevocable written commitment of the Credit Facility Provider for an amendment to the Credit Facility to fulfill the Interest Requirement and, if applicable, to extend the termination date of the Credit Facility, (3) the form of notice to be given by the Trustee to the owners of the Bonds with respect to the establishment of a Reset Rate, (4) payment to the Trustee and the Issuer of such amount as the Trustee and the Issuer, respectively, reasonably determines may be required in connection with the establishment of the Reset Rate, including, but not limited to, its own fees and expenses (including those of its counsel) and the cost of printing new Bonds, (5) the proposed form of disclosure document, if any, to be distributed in connection with the remarketing of the Bonds on the Reset Adjustment Date and an undertaking of the Borrower which satisfies any applicable requirements of Rule 15c2-12 of the Securities Exchange Act of 1934, and (6) unless otherwise consented to in writing by the Issuer in its sole and absolute discretion, either: (A) the repayment of the Bonds or the Bond Mortgage Loan from and after such Reset Adjustment Date will be secured by a credit enhancement provided by ▇▇▇▇▇▇▇ Mac in form and substance equivalent to the Credit Facility, or (B) written evidence from the Rating Agency to the effect that the Bonds will be rated at least “Aa2”/”P-1” by Moody’s or “AA”/”A-1” by S&P, without regard to pluses or minuses (or such lower ratings as shall be approved by the Issuer) on such Reset Adjustment Date. If (i) the Credit Facility to be in effect upon and after a Reset Adjustment Date or (ii) an irrevocable commitment as described in (2) above is not delivered to the Trustee in escrow at least fifteen (15) days before the applicable Reset Adjustment Date, or if on any Business Day at least fifteen (15) days before the applicable Reset Adjustment Date the Trustee receives notice from the Remarketing Agent that a Market Risk Event has occurred, the Trustee shall not give the notice specified in the next paragraph to the owners of the Bonds. In the event that the Trustee receives notice from the Remarketing Agent that a Market Risk Event has occurred after giving the notice specified in the next paragraph to the owners of the Bonds, the Trustee shall notify the owners of the Bonds that the Reset Adjustment Date has been cancelled. In such event, the Bonds shall (i) continue to bear interest at a Failed Final RemarketingVariable Rate if the Bonds then bear interest at a Variable Rate, or (ii) if no Applicable Ownership Interests the Bonds then bear interest at a Reset Rate, on the day following the Reset Period, the Bonds shall be redeemed or purchased in Notes are included in Corporate Units and none lieu thereof pursuant to Section 3.01(b)(vi) or 3.06 hereof, as applicable. The Trustee shall give notice to the owners of the Holders of Bonds, by first class mail not less than nine (9) days before the Separate Notes elect to have their Notes remarketed in any RemarketingReset Adjustment Date specifying: (i) the Reset Adjustment Date, and that the applicable interest rate on the Notes Bonds will be established at the Reset Rate on the Reset Adjustment Date; (ii) that all Bonds must be tendered for purchase at the Purchase Price and surrendered to the Tender Agent for purchase not later than 9:30 a.m., Washington, DC time, on the Reset Adjustment Date; and (iii) that the Reset Adjustment Date is subject to cancellation upon the Trustee’s receipt of notice from the Remarketing Agent that a Market Risk Event has occurred. Any Bond not tendered to the Tender Agent for purchase in accordance with the provisions of this subsection (c), on a Reset Adjustment Date (including a cancelled Reset Adjustment Date) shall be reset deemed to have been tendered for purchase on such Reset Adjustment Date pursuant to Section 10.01 hereof for all purposes of this Indenture, including particularly Article X hereof; provided, however, payment on such Bonds shall only be made upon presentation thereof. From and after each Reset Adjustment Date until the last day of the related Reset Period, the Bonds will continue to be bear interest at the Coupon applicable Reset Rate. (d) In , payable on each Interest Payment Date of each year, commencing on the event Interest Payment Date next following the Reset Adjustment Date, computed on the basis of a Successful Remarketing, the Coupon 360-day year of twelve 30-day months. The Reset Rate shall be reset on the Reset Effective Date to the Reset Rate as that rate, determined by the Remarketing Agent under on the date specified in the notice from the Borrower referred to in the first paragraph of this subsection (c), which, in the reasonable professional judgment of the Remarketing AgreementAgent, on the basis of prevailing financial market conditions, would be the interest rate necessary, but which would not exceed the interest rate necessary, to be borne by the Bonds in order for the market value of the Bonds on said date to be 100% of the principal amount thereof (disregarding accrued interest), provided that the Reset Rate on any Bond shall never exceed the Maximum Rate. The determination of a Reset Rate by the Remarketing Agent in accordance with the provisions of this subsection (c) shall (in the absence of manifest error) be conclusive and binding upon the Holders of the Bonds, the Issuer, the Credit Facility Provider, the Servicer (from and after the Conversion Date), the Remarketing Agent, the Borrower, the Tender Agent and the Trustee, and the Company each shall (i) notify the Trustee by an Officers’ Certificate delivered be protected in relying on it. At least 40 and not more than 50 days prior to the Trustee final Interest Payment Date of a Reset Period, the Borrower shall elect to have the Bonds bear interest from and after such Interest Payment Date at a Reset Rate for a new Reset Period or at a Variable Rate or a Fixed Rate by giving written notice of such election to the Trustee, the Tender Agent, the Issuer, the Credit Facility Provider, the Servicer (iifrom and after the Conversion Date) request and the Depositary Remarketing Agent. If the Borrower elects to notify its Depositary Participants holding Noteshave the Bonds bear interest at a Variable Rate or fails to make such election, the Borrower shall be deemed to have elected to have the Bonds bear interest at a Variable Rate determined in accordance with the procedures set forth in subsection (b) of this Section commencing on the day immediately following the last day of the Reset Period, in each case, which event there shall be no mandatory sinking fund redemption schedule for the Bonds during the succeeding Variable Period. Notwithstanding the election of the maturity date, Borrower to have the Bonds bear interest at a new Reset Rate, Interest Payment Datesa Fixed Rate or a Variable Rate as the case may be, ranking and any other modified terms established for at the Notes during end of a Reset Period or the Remarketing deemed election of the Borrower to have the Bonds bear interest at a Variable Rate, if the Borrower fails to supply the items required by subsections (c) or (d), as applicable, of this Section 2.02, the Bonds shall be redeemed or purchased in lieu thereof on the Business Day day following the date of the Successful Remarketing. Upon a Successful Remarketingsuch Reset Period pursuant to Section 3.01(b)(vi) or 3.06 hereof, the Reset Rate shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest), whether or not the Holders of all Outstanding Notes participated in such Remarketingas applicable. (e) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.

Reset Rate. (a) In connection with each Remarketing, in order to remarket the Series A Notes, the Remarketing Agent shall determine the Reset Rate Agent(s), in consultation with the Company (rounded Company, may reset the interest rate on the Series A Notes either upward or downward, as provided in the Remarketing Agreement, the new interest rate being referred to herein as the nearest one-thousandth of one percent (0.00001) per annum)“Reset Rate.” (b) Anything herein to the contrary notwithstanding, the no Reset Rate shall in no any event exceed the maximum rate permitted by applicable law and shall not be a floating rate or a contingent ratelaw. (c) In the event of a Failed Final Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units and none of the Holders of the Separate Notes elect to have their Notes remarketed in any Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate. (d) In the event of a Successful Remarketing, the Coupon Rate interest rate for the Series A Notes shall be reset on the Reset Effective Remarketing Settlement Date to the applicable Reset Rate as determined by the Remarketing Agent Agent(s), in consultation with the Company, under the Remarketing Agreement, and the Company shall (i1) notify the Trustee by an Officers’ Officer’s Certificate delivered to the Trustee and (ii2) request the Depositary to notify its Depositary Participants holding Series A Notes, in each case, of the maturity date, Reset Rate, Interest Payment Dates, ranking and any other modified terms established for the Notes during the Remarketing Rate no later than 9:00 a.m. New York City time on the Business Day following the date of the Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all Outstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest)outstanding Series A Notes, whether or not the Holders of all Outstanding outstanding Series A Notes participated in such Remarketing. (d) If a reset of the interest rate on the Series A Notes occurs pursuant to a Successful Optional Remarketing, the Reset Rate shall be the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the interest rate the Series A Notes should bear in order for the Remarketing proceeds to equal at least 100% of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price (if any). (e) If a reset of the interest rate on the Series A Notes occurs pursuant to a Successful Final Remarketing, the Reset Rate shall be the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant to the Remarketing Agreement, as the interest rate the Series A Notes should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Series A Notes to be remarketed. (f) In the event of a Failed Remarketing, or if no Applicable Ownership Interests in Notes are included in Corporate Units (or the Holder of each such Corporate Unit has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and none of the Holders of the Separate Notes elect to have their Series A Notes remarketed in any Remarketing, the applicable interest rate on the Series A Notes will not be reset and will continue to be the Coupon Rate. (g) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and time on the Business Day following the Applicable Remarketing Period. This notice shall include the procedures that must be followed if validly published by filing a Holder wishes to exercise its Put Right), in each case, Form 8-K or by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.