Common use of Reset Rate Clause in Contracts

Reset Rate. (a) In connection with each Remarketing, in order to remarket the Series A Notes, the Remarketing Agent, in consultation with the 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 “Reset Rate.” (b) Anything herein to the contrary notwithstanding, no Reset Rate shall in any event exceed the maximum rate permitted by applicable law. (c) In the event of a Successful Remarketing, the interest rate for the Series A 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 Series Trustee by an Officers’ Certificate delivered to the Series Trustee and (2) request the Depository to notify its Depository Participants holding Series A Notes, in each case, of Reset 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 Series A Notes, whether or not the Holders of all 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 not later than 9:00 a.m., New York City time on the Business Day following the Applicable Remarketing Period. This notice shall be 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 NotesDebentures, the Remarketing Agent, in consultation with the Company, may reset the interest rate on the Series A Notes 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 (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 “Reset Rate”), as provided in the Remarketing Agreement, the new interest rate being referred to herein as the “Reset Rate.” (b) Anything herein to the contrary notwithstanding, no Reset Rate shall in any event exceed the maximum rate permitted by applicable law. (c) In the event of a Successful Remarketing, the interest rate for the Series A Notes shall 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 Series Trustee by an Officers’ Officer’s Certificate delivered to the Series Trustee and (2) request the Depository to notify its Depository Participants holding Series A NotesDebentures, in each case, of the maturity date, the Reset Rate 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 the such Successful Remarketing. Upon a Successful Remarketing, if the interest rate for the Debentures is reset, the Reset Rate shall apply to all outstanding Series A NotesDebentures, whether or not the Holders of all outstanding Series A Notes Debentures participated in such Remarketing. (d) If a reset of the interest rate on the Series A Notes Debentures occurs pursuant to a Successful Optional Remarketing, the Reset Rate of the Series A Notes 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 Series A Notes 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 Notes Debentures Purchase Price (if any). (e) If a reset of the interest rate on the Series A Notes 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 Series A Notes Debentures should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Series A Notes 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 Series A Notes Debentures remarketed in any Remarketing, the applicable interest rate on the Series A Notes Debentures 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 not later than 9:00 a.m., New York City time on the Business Day following the Applicable Remarketing Period. This notice shall be 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, Agent shall determine the Reset Rate in consultation with the Company, may reset Company (rounded to 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 “Reset Ratenearest one-thousandth of one percent (0.00001) per annum).” (b) Anything herein to the contrary notwithstanding, no the Reset Rate shall in any no event exceed the maximum rate permitted by applicable lawlaw 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 interest rate for the Series A Notes Coupon Rate shall be reset on the Remarketing Settlement Reset Effective Date to the applicable Reset Rate as determined by the Remarketing Agent, in consultation with the Company, Agent under the Remarketing Agreement, and the Company shall (1i) notify the Series Trustee by an Officers’ Certificate delivered to the Series Trustee and (2ii) request the Depository Depositary to notify its Depository Depositary Participants holding Series A Notes, in each case, of the maturity date, Reset Rate no later than 9:00 a.m. New York time 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 Series A NotesOutstanding Notes (other than any Additional Notes issued in connection with payment of Deferred Interest), whether or not the Holders of all outstanding Series A Outstanding 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 on time, and shall include the Business Day following the Applicable Remarketing Period. This notice shall procedures that must be validly published 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, in consultation with the Company, may reset the interest rate on the Series A Notes either upward or downwarddownward or, if the Notes are remarketed as floating-rate notes, determine the reset spread above an interest rate index selected by the Company applicable to the Notes, as provided in the Remarketing Agreement, Agreement (the new interest rate in the case of fixed-rate notes, and the interest rate index plus the reset spread, in the case of floating-rate notes, being referred to herein as the “Reset Rate”).” (b) Anything herein to the contrary notwithstanding, no Reset Rate shall in any event exceed the maximum rate permitted by applicable law. (c) In the event of a Successful Remarketing, the interest rate for the Series A 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 Series Trustee by an Officers’ Certificate delivered to the Series Trustee and (2) request the Depository Depositary to notify its Depository Participants Depositary participants holding Series A Notes, in each case, of the Reset Rate 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 the such Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all outstanding Series A Outstanding Notes, whether or not the Holders of all outstanding Series A Outstanding 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, 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 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, 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 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 not later than 9:00 a.m., New York City time on the Business Day following the Applicable Remarketing Period. This notice shall be 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 AgentAgent(s), in consultation with the 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 “Reset Rate.” (b) Anything herein to the contrary notwithstanding, no Reset Rate shall in any event exceed the maximum rate permitted by applicable law. (c) In the event of a Successful Remarketing, the interest rate for the Series A Notes shall be reset on the Remarketing Settlement Date to the applicable Reset Rate as determined by the Remarketing AgentAgent(s), in consultation with the Company, under the Remarketing Agreement, and the Company shall (1) notify the Series Trustee by an Officers’ Officer’s Certificate delivered to the Series Trustee and (2) request the Depository Depositary to notify its Depository Depositary Participants holding Series A 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 Series A Notes, whether or not the Holders of all 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 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 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 not later than 9:00 a.m., New York City time on the Business Day following the Applicable Remarketing Period. This notice shall be validly published by filing a 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 Series A Notes, the Remarketing Agent, Agent shall determine the Reset Rate in consultation with the Company, may reset Company (rounded to 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 “Reset Ratenearest one-thousandth of one percent (0.00001) per annum).” (b) Anything herein to the contrary notwithstanding, no the Reset Rate shall in any no event exceed the maximum rate permitted by applicable law. (c) In the event of a Failed Final 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 interest rate for the Series A Notes Coupon Rate shall be reset on the Remarketing Settlement Reset Effective Date to the applicable Reset Rate as determined by the Remarketing Agent, in consultation with the Company, Agent under the Remarketing Agreement, and the Company shall (1) notify the Series Trustee by an Officers’ Certificate delivered to the Series Trustee and (2) request the Depository Depositary to notify its Depository Depositary Participants holding Series A NotesSenior Notes of the Reset Rate, in each caseinterest payment dates, of Reset Rate no later than 9:00 a.m. New York time 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 Series A Senior Notes, whether or not the Holders of all outstanding Series A Senior 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 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 on time, and shall include the Business Day following the Applicable Remarketing Period. This notice shall procedures that must be validly published 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, in consultation with the 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 “Reset Rate.” (b) Anything herein to the contrary notwithstanding, no Reset Rate shall in any event exceed the maximum rate permitted by applicable law. (c) In the event of a Successful Remarketing, the interest rate for the Series A 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 Series Trustee by an Officers’ Officer’s Certificate delivered to the Series Trustee and (2) request the Depository to notify its Depository Participants holding Series A 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 Series A Outstanding Notes, whether or not the Holders of all outstanding Series A Outstanding 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 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 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 not later than 9:00 a.m., New York City time on the Business Day following the Applicable Remarketing Period. This notice shall be 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, Agent shall determine the Reset Rate in consultation with the Company, may reset Company and the interest rate on Guarantor (rounded to the Series A Notes either upward or downward, as provided in the Remarketing Agreement, the new interest rate being referred to herein as the “Reset Ratenearest one-thousandth of one percent (0.00001) per annum).” (b) Anything herein to the contrary notwithstanding, no the Reset Rate shall in any no event exceed the maximum rate permitted by applicable law. (c) In the event of a Successful Remarketing, the interest rate for the Series A Notes Coupon Rate shall be reset on the Remarketing Settlement Date to the applicable Reset Rate as determined by the Remarketing Agent, in consultation with the Company, Agent under the Remarketing Agreement, and the Company shall (1i) notify the Series Trustee by an Officers’ Certificate delivered to the Series Trustee and (2ii) request the Depository Depositary to notify its Depository Depositary Participants holding Series A Notes, in each case, of the maturity date, Reset Rate no later than 9:00 a.m. New York time 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 Series A NotesOutstanding Notes of such Tranche, whether or not the Holders of all outstanding Series A Outstanding Notes of such Tranche participated in such Remarketing. (d) If a reset occurs with respect to a Tranche of the interest rate on the Series A Notes occurs pursuant to a Successful Optional Remarketing, the Reset Rate of the Series A Notes such Tranche 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 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 proceeds to equal Date of at least 100% of the sum Relevant Fraction of the aggregate of the Treasury Portfolio Purchase Price and plus the Separate Notes Purchase Price (Price, if any). (e) If a reset occurs with respect to a Tranche 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 of such Tranche should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Series A the Notes to be 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 (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 not later than before 9:00 a.m., New York City time on the Business Day following the Applicable Remarketing Period. This notice shall be 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 B Notes, the Remarketing Agent, in consultation with the Company, may reset the interest rate on the Series A B Notes either upward or downward, as provided in the Remarketing Agreement, the new interest rate being referred to herein as the “Reset Rate.” (b) Anything herein to the contrary notwithstanding, no Reset Rate shall in any event exceed the maximum rate permitted by applicable law. (c) In the event of a Successful Remarketing, the interest rate for the Series A B 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 Series Trustee by an Officers’ Certificate delivered to the Series Trustee and (2) request the Depository to notify its Depository Participants holding Series A B Notes, in each case, of Reset 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 Series A B Notes, whether or not the Holders of all outstanding Series A B Notes participated in such Remarketing. (d) If a reset of the interest rate on the Series A B Notes occurs pursuant to a Successful Optional Remarketing, the Reset Rate of the Series A 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 A 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 A 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 A B Notes should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Series A 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 A B Notes remarketed in any Remarketing, the applicable interest rate on the Series A 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 not later than 9:00 a.m., New York City time on the Business Day following the Applicable Remarketing Period. This notice shall be 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) In connection with each Remarketingdays 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 order to remarket the Series A Noteseffect 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 AgentAgent specifying (i) the Reset Adjustment Date, in consultation with which shall be not less than forty (40) days after notice is received by the Companyparties, may reset the interest rate on the Series A Notes either upward or downward(ii) any sinking fund redemption amounts for each Interest Payment Date, as provided in Section 3.01(c), at a price equal to the Remarketing Agreementprincipal 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 new interest rate being referred to herein 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) “Reset Rate.” Termination Date” (bas defined in the Credit Enhancement Agreement) Anything herein if the Credit Enhancement Agreement is the Credit Facility to be effective with respect to the contrary notwithstandingBonds 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, no and (iv) the date on which the Reset Rate shall in any event exceed the maximum rate permitted by applicable law. (c) In the event of a Successful Remarketing, the interest rate for the Series A Notes shall will be reset on the Remarketing Settlement Date to the applicable Reset Rate as determined by the Remarketing Agent, which date shall be not later than the Business Day immediately prior to the Reset Adjustment Date. Except as noted in consultation with the Companyparagraph immediately below, under the Remarketing AgreementTrustee shall give notice to the Owners of the Bonds of the Reset Adjustment Date by first class mail not less than nine (9) days before the Reset Adjustment Date, and provided that not less than five (5) Business Days prior to the Company Trustee giving such notice the Borrower shall have delivered or caused to be delivered to the Trustee (1) notify the Series Trustee by an Officers’ Certificate delivered opinion of Bond Counsel to the Series Trustee effect that the establishment of the Reset Rate for the Reset Period in accordance with the procedure described in this Section 2.02(c) is permitted by this Indenture and the Act and will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes, (2) request if Bonds are to be held publicly after the Depository Reset Adjustment Date, either an irrevocable commitment (which commitment may be subject to notify its Depository Participants holding Series A Notescustomary 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, in each casetogether 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, of Reset Rate no later than 9:00 a.m. New York time on if applicable, to extend the Business Day following the termination date of the Successful Remarketing. Upon Credit Facility, (3) the form of notice to be given by the Trustee to the Bondholders with respect to the establishment of a Successful Remarketing, Reset Rate(which form shall include (i) the Reset Rate shall apply to all outstanding Series A NotesAdjustment Date, whether or not the Holders of all outstanding Series A Notes participated in such Remarketing. (dii) If a reset of that the interest rate on the Series A Notes occurs pursuant to a Successful Optional Remarketing, Bonds will be established at the Reset Rate of on the Series A Notes shall Reset Adjustment Date; (iii) that all Bonds must be tendered for purchase at 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 surrendered to the Separate Notes Purchase Price (if any). (e) If a reset of the interest rate Tender Agent for purchase not later than 9:30 a.m., Washington, D.C. time, on the Series A Notes occurs pursuant to a Successful Final Remarketing, Reset Adjustment Date; and (iv) that the Reset Rate shall be Adjustment Date (but not the interest rate determined mandatory tender of Bonds on the proposed Reset Rate Adjustment Date) is subject to cancellation upon receipt by the Remarketing Agent(s), in consultation with the Company, pursuant to Trustee of notice from 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 Agent that 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 Market Risk Event 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 not later than 9:00 a.m., New York City time on the Business Day following the Applicable Remarketing Period. This notice shall be validly published by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.occurred),

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) In connection with each Remarketingdays 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 order to remarket the Series A Noteseffect 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 AgentAgent (or, in consultation with if applicable, following the CompanyConversion Date, may reset the Credit Facility Provider on behalf of the Borrower must deliver such request) specifying (i) (if the Bonds then bear interest rate on at a Variable Rate) the Series A Notes either upward or downwardReset Adjustment Date, which shall 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 Remarketing Agreementprincipal 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 new interest rate being referred to herein 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 “Reset Rate.” Termination Date” (bas defined in the Credit Enhancement Agreement) Anything herein if the Credit Enhancement Agreement is the Credit Facility, to be effective with respect to the contrary notwithstandingBonds 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, no and (iv) the date on which the Reset Rate shall in any event exceed the maximum rate permitted by applicable law. (c) In the event of a Successful Remarketing, the interest rate for the Series A Notes shall will be reset on the Remarketing Settlement Date to the applicable Reset Rate as determined by the Remarketing Agent, in consultation with which date shall be not later than the Company, under Business Day immediately prior to the Remarketing Agreement, and the Company shall Reset Adjustment Date. Such notice must be accompanied by (1) notify an opinion of Bond Counsel to the Series effect that the establishment of the Reset Rate for the Reset Period in accordance with the 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 Officers’ Certificate irrevocable commitment as described in (2) above is not delivered to the Series Trustee and in escrow at least fifteen (215) request days before the Depository 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 its Depository Participants holding Series A Notesthe owners of the Bonds that the Reset Adjustment Date has been cancelled. In such event, in each casethe Bonds shall (i) continue to bear interest at a Variable Rate if the Bonds then bear interest at a Variable Rate, of or (ii) if the Bonds then bear interest at a Reset Rate no later than 9:00 a.m. New York time Rate, on the Business Day day following the date Reset Period, the Bonds shall be redeemed or purchased in 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 Successful Remarketing. Upon a Successful RemarketingBonds, by first class mail not less than nine (9) days before the Reset Rate shall apply to all outstanding Series A NotesAdjustment Date specifying: (i) the Reset Adjustment Date, whether or not the Holders of all outstanding Series A Notes participated in such Remarketing. (d) If a reset of and that the interest rate on the Series A Notes occurs pursuant to a Successful Optional Remarketing, 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 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 Series A Notes related Reset Period, the Bonds will bear interest at the applicable Reset Rate, payable on each Interest Payment Date of each year, commencing on the Interest Payment Date next following the Reset Adjustment Date, computed on the basis of a 360-day year of twelve 30-day months. The Reset Rate shall be that rate, determined by the Remarketing Agent 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 Agent, on the basis of prevailing financial market conditions, would be the interest rate determined by the Remarketing Agent(s)necessary, in consultation with the Company, pursuant to the Remarketing Agreement, as but which would not exceed the interest rate necessary, to be borne by the Series A Notes should bear Bonds in order for the Remarketing proceeds market value of the Bonds on said date to equal at least be 100% of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price principal amount thereof (if anydisregarding accrued interest). (e) If a reset of the interest rate on the Series A Notes occurs pursuant to a Successful Final Remarketing, provided that the Reset Rate on any Bond shall be never exceed the interest rate determined Maximum Rate. The determination of a Reset Rate by the Remarketing Agent(s), Agent in consultation accordance with the Company, pursuant to provisions of this subsection (c) shall (in the Remarketing Agreement, as the rate the Series A Notes should bear in order for the Remarketing proceeds to equal at least 100% absence of the aggregate principal amount of Series A Notes to manifest error) 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 conclusive and timely paid the Purchase Price) and none of binding upon the Holders of the Separate Notes 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 each shall be protected in relying on it. At least 40 and not more than 50 days prior to the final Interest Payment Date of a Reset Period, the Borrower shall elect to have their Series A Notes remarketed in any Remarketingthe 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 applicable Tender Agent, the Issuer, the Credit Facility Provider, the Servicer (from and after the Conversion Date) and the Remarketing Agent. If the Borrower elects to have the Bonds bear interest rate 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 Series A Notes will not day immediately following the last day of the Reset Period, in which event there shall be reset and will continue no mandatory sinking fund redemption schedule for the Bonds during the succeeding Variable Period. Notwithstanding the election of the Borrower to be have the Coupon Bonds bear interest at a new Reset Rate. , a Fixed Rate or a Variable Rate as the case may be, at the end of a Reset Period or the 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 (gc) If there is a Failed Remarketingor (d), as applicable, of this Section 2.02, the Company Bonds shall cause a notice of the unsuccessful Remarketing to be published not later than 9:00 a.m., New York City time redeemed or purchased in lieu thereof on the Business Day day following the Applicable Remarketing Period. This notice shall be validly published by making a timely release such Reset Period pursuant to any appropriate news agencySection 3.01(b)(vi) or 3.06 hereof, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Serviceas applicable.

Reset Rate. (a) In connection with each Remarketing, in order to remarket the Series A 2019B Notes, the Remarketing Agent, in consultation with the Company, may reset the interest rate on the Series A 2019B Notes either upward or downward, as provided in the Remarketing Agreement, the new interest rate being referred to herein as the “Reset Rate.” (b) Anything herein to the contrary notwithstanding, no Reset Rate shall in any event exceed the maximum rate permitted by applicable law. (c) In the event of a Successful Remarketing, the interest rate for the Series A 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 Series Trustee by an Officers’ Certificate delivered to the Series Trustee and (2) request the Depository to notify its Depository Participants holding Series A 2019B Notes, in each case, of the Reset Rate no later than 9:00 a.m. a.m., New York time 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 A 2019B Notes, whether or not the Holders of all outstanding Series A 2019B Notes participated in such Remarketing. (d) If a reset of the interest rate on the Series A 2019B Notes occurs pursuant to a Successful Optional Remarketing, the Reset Rate of the Series A 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 A 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 A 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 A 2019B Notes should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Series A 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 A 2019B 39741868 Notes remarketed in any Remarketing, the applicable interest rate on the Series A 2019B Notes will not be reset and will continue to be the Coupon Securities Rate. (gh) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published not later than 9:00 a.m., New York City time time, on the Business Day following the Applicable Remarketing Period. This notice shall be validly published by furnishing such information on a 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 Series A Notes, the Remarketing Agent, Agent shall determine the Reset Rate in consultation with the Company, may reset Company and the interest rate on Guarantor (rounded to the Series A Notes either upward or downward, as provided in the Remarketing Agreement, the new interest rate being referred to herein as the “Reset Ratenearest one-thousandth of one percent (0.00001) per annum).” (b) Anything herein to the contrary notwithstanding, no the Reset Rate shall in any no event exceed the maximum rate permitted by applicable law. (c) In the event of a Successful Remarketing, the interest rate for the Series A Notes Coupon Rate shall be reset on the Remarketing Settlement Date to the applicable Reset Rate as determined by the Remarketing Agent, in consultation with the Company, Agent under the Remarketing Agreement, and the Company shall (1i) notify the Series Trustee by an Officers’ Certificate delivered to the Series Trustee and (2ii) request the Depository Depositary to notify its Depository Depositary Participants holding Series A Notes, in each case, of the maturity date, Reset Rate no later than 9:00 a.m. New York time 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 Series A NotesOutstanding Notes of such Tranche, whether or not the Holders of all outstanding Series A Outstanding Notes of such Tranche participated in such Remarketing. (d) If a reset occurs with respect to a Tranche of the interest rate on the Series A Notes occurs pursuant to a Successful Optional Remarketing, the Reset Rate of the Series A Notes such Tranche 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 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 proceeds to equal Date of at least 100% of the sum Relevant Fraction of the aggregate of the Treasury Portfolio Purchase Price and plus the Separate Notes Purchase Price (Price, if any). (e) If a reset occurs with respect to a Tranche 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 of such Tranche should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Series A the Notes to be 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 (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 not later than before 9:00 a.m., New York City time on the Business Day following the Applicable Remarketing Period. This notice shall be 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 A-2 Notes, the Remarketing Agent, in consultation with the Company, may reset the interest rate on the Series A A-2 Notes either upward or downward, as provided in the Remarketing Agreement, the new interest rate being referred to herein as the “Reset Rate.” (b) Anything herein to the contrary notwithstanding, no Reset Rate shall in any event exceed the maximum rate permitted by applicable law. (c) In the event of a Successful Remarketing, the interest rate for the Series A A-2 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 Series Trustee by an Officers’ Certificate delivered to the Series Trustee and (2) request the Depository to notify its Depository Participants holding Series A A-2 Notes, in each case, of the Reset 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 Series A A-2 Notes, whether or not the Holders of all outstanding Series A A-2 Notes participated in such Remarketing. (d) If a reset of the interest rate on the Series A A-2 Notes occurs pursuant to a Successful Optional Remarketing, the Reset Rate of the Series A 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 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 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 A-2 Notes should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Series A 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 A-2 Notes remarketed in any Remarketing, the applicable interest rate on the Series A A-2 Notes will not be reset and will continue to be the Coupon Rate. (gh) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published not later than 9:00 a.m., New York City time on the Business Day following the Applicable Remarketing Period. This notice shall be 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) In connection with each Remarketingdays 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 order to remarket the Series A Noteseffect 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 AgentAgent (or, in consultation with if applicable, following the CompanyConversion Date, may reset the Credit Facility Provider on behalf of the Borrower must deliver such request) specifying (i) (if the Bonds then bear interest rate on at a Variable Rate) the Series A Notes either upward or downwardReset Adjustment Date, which shall 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 Remarketing Agreementprincipal 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 new interest rate being referred to herein 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 “Reset Rate.” Termination Date” (bas defined in the Credit Enhancement Agreement) Anything herein if the Credit Enhancement Agreement is the Credit Facility, to be effective with respect to the contrary notwithstandingBonds 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, no and (iv) the date on which the Reset Rate shall in any event exceed the maximum rate permitted by applicable law. (c) In the event of a Successful Remarketing, the interest rate for the Series A Notes shall will be reset on the Remarketing Settlement Date to the applicable Reset Rate as determined by the Remarketing Agent, in consultation with which date shall be not later than the Company, under Business Day immediately prior to the Remarketing Agreement, and the Company shall Reset Adjustment Date. Such notice must be accompanied by (1) notify an opinion of Bond Counsel to the Series effect that the establishment of the Reset Rate for the Reset Period in accordance with the 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 Officers’ Certificate irrevocable commitment as described in (2) above is not delivered to the Series Trustee and in escrow at least fifteen (215) request days before the Depository 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 its Depository Participants holding Series A Notesthe owners of the Bonds that the Reset Adjustment Date has been cancelled. In such event, in each casethe Bonds shall (i) continue to bear interest at a Variable Rate if the Bonds then bear interest at a Variable Rate, of or (ii) if the Bonds then bear interest at a Reset Rate no later than 9:00 a.m. New York time Rate, on the Business Day day following the date Reset Period, the Bonds shall be redeemed or purchased in 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 Successful Remarketing. Upon a Successful RemarketingBonds, by first class mail not less than nine (9) days before the Reset Rate shall apply to all outstanding Series A NotesAdjustment Date specifying: (i) the Reset Adjustment Date, whether or not the Holders of all outstanding Series A Notes participated in such Remarketing. (d) If a reset of and that the interest rate on the Series A Notes occurs pursuant to a Successful Optional Remarketing, 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 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 Series A Notes related Reset Period, the Bonds will bear interest at the applicable Reset Rate, payable on each Interest Payment Date of each year, commencing on the Interest Payment Date next following the Reset Adjustment Date, computed on the basis of a 360-day year of twelve 30-day months. The Reset Rate shall be that rate, determined by the Remarketing Agent 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 Agent, on the basis of prevailing financial market conditions, would be the interest rate determined by the Remarketing Agent(s)necessary, in consultation with the Company, pursuant to the Remarketing Agreement, as but which would not exceed the interest rate necessary, to be borne by the Series A Notes should bear Bonds in order for the Remarketing proceeds market value of the Bonds on said date to equal at least be 100% of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price principal amount thereof (if anydisregarding accrued interest). (e) If a reset of the interest rate on the Series A Notes occurs pursuant to a Successful Final Remarketing, provided that the Reset Rate on any Bond shall be never exceed the interest rate determined Maximum Rate. The determination of a Reset Rate by the Remarketing Agent(s), Agent in consultation accordance with the Company, pursuant to provisions of this subsection (c) shall (in the Remarketing Agreement, as the rate the Series A Notes should bear in order for the Remarketing proceeds to equal at least 100% absence of the aggregate principal amount of Series A Notes to manifest error) 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 conclusive and timely paid the Purchase Price) and none of binding upon the Holders of the Separate Notes 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 each shall be protected in relying on it. At least 40 and not more than 50 days prior to the final Interest Payment Date of a Reset Period, the Borrower shall elect to have their Series A Notes remarketed in any Remarketingthe 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 applicable Tender Agent, the Issuer, the Credit Facility Provider, the Servicer (from and after the Conversion Date) and the Remarketing Agent. If the Borrower elects to have the Bonds bear interest rate 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 Series A Notes will not day immediately following the last day of the Reset Period, in which event there shall be reset and will continue no mandatory sinking fund redemption schedule for the Bonds during the succeeding Variable Period. Notwithstanding the election of the Borrower to be have the Coupon Bonds bear interest at a new Reset Rate. , a Fixed Rate or a Variable Rate as the case may be, at the end of a Reset Period or the 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 (gc) If there is a Failed Remarketingor (d), as applicable, of this Section 2.02, the Company Bonds shall cause a notice of the unsuccessful Remarketing to be published not later than 9:00 a.m., New York City time redeemed or purchased in lieu thereof on the Business Day day following the Applicable Remarketing Period. This notice shall be validly published by making a timely release such Reset Period pursuant to any appropriate news agencySection 3.01(b)(vi) or 3.06 hereof, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Serviceas applicable.

Reset Rate. (a) In connection with each Remarketing, in order to remarket During the Series A NotesReset Period, the Remarketing AgentBonds shall bear interest at the Reset Rate. Not less than thirty (30) days prior to the Reset Date, in consultation the Trustee shall provide notice by first-class mail, postage prepaid, to all Owners (with a copy to the Company, may reset Issuer and the Borrower) at their addresses shown on the Bond register notifying them that the interest rate on the Series A Notes either upward or downward, as provided in the Remarketing Agreement, the new interest rate being referred Bonds will be converted to herein as the “Reset Rate.” (b) Anything herein to the contrary notwithstanding, no Reset Rate shall in any event exceed the maximum rate permitted by applicable law. (c) In the event of a Successful Remarketing, the interest rate for the Series A 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 Series Trustee by an Officers’ Certificate delivered to the Series Trustee and (2) request the Depository to notify its Depository Participants holding Series A Notes, in each case, of Reset 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 effective on the Reset Date if the Trustee receives an Opinion of Bond Counsel to all outstanding Series A Notes, whether or not the Holders of all outstanding Series A Notes participated in such Remarketing. (d) If a reset effect that conversion of the interest rate on the Series A Notes occurs pursuant Bonds to a Successful Optional Remarketing, 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 Series A Notes shall be conversion of the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant respect to the Remarketing Agreement, as the interest rate the Series A Notes should bear in order for the Remarketing proceeds any Bond. It is a condition 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 conversion of the interest rate on the Series A Notes occurs pursuant Bonds to a Successful Final Remarketing, the Reset Rate on the Reset Date that the Trustee and the Servicer shall be the interest rate determined by the Remarketing Agent(s), in consultation with the Company, pursuant have received an Opinion of Bond Counsel to the Remarketing Agreement, as the rate the Series A Notes should bear in order for the Remarketing proceeds to equal at least 100% effect that conversion 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 Bonds to the Reset Rate on the Reset Date will not be reset not, in and will continue of itself, cause interest on the Bonds to be includable in gross income for federal income tax purposes. During the Coupon Rate. (g) If there is a Failed RemarketingReset Period, the Company Servicer shall cause determine a Reset Rate for the Bonds for each day. The Servicer shall give telephonic or facsimile notice (with following written confirmation) on, or promptly following, each Interest Payment Date to the Trustee and the Borrower of the unsuccessful Remarketing to be published not later than 9:00 a.m.interest payable on such Interest Payment Date. Absent manifest error, New York City time on the Business Day following determination of the Applicable Remarketing Period. This notice Reset Rate by the Servicer shall be validly published by making a timely release to any appropriate news agencyconclusive and binding upon the Owners, including Bloomberg Business News the Issuer, the Borrower and the Dow ▇▇▇▇▇ News ServiceTrustee.

Reset Rate. (a) In connection with each Remarketing, in order to remarket the Series A Notes, the Remarketing Agent, in consultation with the Company, may reset the interest rate on the Series A Notes either upward or downwarddownward or, if the Notes are remarketed as floating-rate notes, may determine the reset spread above an interest rate index selected by the Company applicable to the Notes, as provided in the Remarketing Agreement, Agreement (the new interest rate in the case of fixed-rate notes, and the interest rate index plus the reset spread, in the case of floating-rate notes, being referred to herein as the “Reset Rate”).” (b) Anything herein to the contrary notwithstanding, no Reset Rate shall in any event exceed the maximum rate permitted by applicable law. (c) In the event of a Successful Remarketing, the interest rate for the Series A 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 Series Trustee by an Officers’ Certificate delivered to the Series Trustee and (2) request the Depository to notify its Depository Participants participants holding Series A Notes, in each case, of the Reset Rate 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 the such Successful Remarketing. Upon a Successful Remarketing, the Reset Rate shall apply to all outstanding Series A Outstanding Notes, whether or not the Holders of all outstanding Series A Outstanding 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, 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 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, 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 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 not later than 9:00 a.m., New York City time on the Business Day following the Applicable Remarketing Period. This notice shall be 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 A-1 Notes, the Remarketing Agent, in consultation with the Company, may reset the interest rate on the Series A A-1 Notes either upward or downward, as provided in the Remarketing Agreement, the new interest rate being referred to herein as the “Reset Rate.” (b) Anything herein to the contrary notwithstanding, no Reset Rate shall in any event exceed the maximum rate permitted by applicable law. (c) In the event of a Successful Remarketing, the interest rate for the Series A A-1 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 Series Trustee by an Officers’ Certificate delivered to the Series Trustee and (2) request the Depository to notify its Depository Participants holding Series A A-1 Notes, in each case, of the Reset 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 Series A A-1 Notes, whether or not the Holders of all outstanding Series A A-1 Notes participated in such Remarketing. (d) If a reset of the interest rate on the Series A A-1 Notes occurs pursuant to a Successful Optional Remarketing, the Reset Rate of the Series A 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 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 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 A-1 Notes should bear in order for the Remarketing proceeds to equal at least 100% of the aggregate principal amount of Series A 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 A-1 Notes remarketed in any Remarketing, the applicable interest rate on the Series A A-1 Notes will not be reset and will continue to be the Coupon Rate. (gh) If there is a Failed Remarketing, the Company shall cause a notice of the unsuccessful Remarketing to be published not later than 9:00 a.m., New York City time on the Business Day following the Applicable Remarketing Period. This notice shall be validly published by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service.