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 Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx News Service.

Reset Rate. (a) In connection with each Remarketing, the Remarketing Agent shall determine the Reset Rate in consultation with the Company reset interest rate (rounded to the nearest one-thousandth (0.001) of one percent (0.00001) per annum) that it believes will, when applied to the Senior Notes (with any extension of the Stated Maturity as determined by the Company pursuant to Section 2.05 of this Supplemental Indenture taken into account), enable the aggregate principal amount of the Senior Notes being remarketed on such date to be sold at an aggregate price equal to at least (i) if the Reset Date is not the Purchase Contract Settlement Date, the Remarketing Price or (ii) if the Reset Date is the Purchase Contract Settlement Date, the Contract Settlement Price. The reset interest rate established on the Remarketing Date on which a Successful Remarketing occurs shall be the “Reset Rate.” (b) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event not exceed the maximum rate permitted by applicable law and the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Senior Notes and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day before the first Remarketing Date of any Three-Day Remarketing Period) as to whether or not be a floating rate or a contingent ratethere is any such limitation and, if so, the maximum permissible Reset Rate. (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 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 Interest Rate. (d) In the event of a Successful Remarketing, the Coupon Interest Rate shall be reset on the Reset Effective Date to at 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 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 be effective from and after the Holders of all Outstanding Notes participated in such RemarketingReset Date. (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 Xxxxx 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 Xxxxx 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(s), 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(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 Trustee, (2) notify the Depositary (with a copy to the Trustee) of any reset of the interest rate on the Series B Notes at least two days prior to the effective date of such reset and (ii3) request the Depositary to notify its Depositary 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 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 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 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 interest 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 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 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 Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx 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, 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 Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx 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 Trustee by an Officers’ 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 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 Xxxxx News Service.