Common use of Term Rate Clause in Contracts

Term Rate. (a) Subject to the terms and conditions of this Section, at the request of the Lessee a fixed rate shall be established with respect to any Bond for the period specified by the Lessee in such request. Each period during which a Term Rate is in effect is herein called a “Term Rate Period.” The first day of any such Term Rate Period is herein called a “Conversion Date.” (b) The Term Rate shall be a fixed rate per annum which shall be determined by the Remarketing Agent as provided below in this Section. The Term Rate shall be applicable during the entire Term Rate Period; provided, however, that if a Term Rate is in effect when a Bond is to be purchased pursuant to the Mandatory Tender provisions of Section 4.05(a)(3) (relating to notice of an event of default under the Credit Agreement), the related Term Rate Period with respect to such Bond shall end on such Mandatory Tender Date. (c) The establishment of a Term Rate with respect to any Bond shall be subject to the following terms and conditions: (1) The request to establish a Term Rate must be received by the Trustee not less than 30 days prior to the proposed Conversion Date and (except for a request to establish a Term Rate for all Bonds) must specify the principal amount and certificate number of the Bond for which a Term Rate is to be established. (2) A Term Rate may be established for less than the entire principal amount of a Bond if both the principal amount of such Bond for which a Term Rate is to be established and the remaining portion of such Bond will be in Authorized Denominations. The Lessee or the Remarketing Agent shall take or cause to be taken whatever steps are necessary to establish separate CUSIP numbers for the Bonds bearing interest at different Term Rates as described in the prior sentence, and shall provide such CUSIP numbers to the Trustee no later than five (5) Business Days prior to the Conversion Date. (3) If such request is made during a Term Rate Period with respect to such Bond, the specified Conversion Date may not be sooner than the first day immediately following the Term Rate Period then in effect. (4) The specified Conversion Date must be a Business Day. If the Conversion Date specified by the Lessee is not in fact a Business Day, then the Conversion Date shall be deemed to be the next succeeding Business Day. (5) The Term Rate Period (other than a Term Rate Period extending to the final Maturity) must end on a Business Day. If the final day of the Term Rate Period specified by the Lessee is not in fact a Business Day, then such Term Rate Period shall be deemed to extend to the next day that is a Business Day. (6) If the Letter of Credit is to be effective during the Term Rate Period, the length of the Term Rate Period shall be limited as follows: (A) if the Term Rate Period is to be equal to or less than 6 months, the number of days in the Term Rate Period must be at least 20 days less than the number of days of interest coverage provided by the Letter of Credit; (B) the Term Rate Period may not be longer than 6 months unless the Letter of Credit provides for payment of interest for not less than 200 days (computed on the basis of a 360-day year); and (C) the Term Rate Period must end at least 15 days prior to the Stated Expiration Date of the Letter of Credit. (7) A Term Rate Period may not be specified unless the Letter of Credit (if any) to be effective during such Term Rate Period provides for payment of the maximum redemption premium on the Bonds that could be payable during such Term Rate Period. (8) The Term Rate Period may not be less than 15 days. (9) A Favorable Tax Opinion must be delivered to the Trustee on the day immediately preceding the Conversion Date, if the proposed duration of the Term Rate Period is more than one (1) year and the current interest rate period is a Variable Rate Period or a Term Rate Period of a duration of one (1) year or less or if the proposed duration of the Term Rate Period is one (1) year or less and the current interest rate period is a Variable Rate Period or a Term Rate Period of a duration of more than one (1) year. The Trustee shall deliver a copy of any request for establishment of a Term Rate to the Issuer, the Remarketing Agent, the Tender Agent and the Bank within two (2) Business Days of its receipt of such notice. (d) After receipt of notice that a Term Rate is to be established with respect to any Bond, but not less than 3 days prior to the proposed Conversion Date, the Remarketing Agent shall determine the interest rate for the Term Rate Period (herein called the “Term Rate”), which shall be the lowest interest rate that would, in the opinion of the Remarketing Agent, result in the market value of such Bond being 100% of the principal amount thereof on the date of such determination, taking into account relevant market conditions and credit rating factors as they exist on such date, and assuming that the Term Rate Period began on such date; provided, however, that the Term Rate may not exceed the Cap Rate. The Remarketing Agent shall give telephonic notice to the Trustee of the Term Rate so determined, and shall promptly confirm such notice in writing. Upon the request of the Issuer, the Lessee or any Bondholder, the Trustee shall confirm (by telephone and in writing, if so requested) the Term Rate so determined. (e) Notwithstanding the foregoing, a Term Rate shall not be established if (1) The Lessee delivers to the Trustee notice of revocation of its election to establish the Term Rate before 10:00 a.m. (central time) on the Business Day immediately preceding the proposed Conversion Date or (2) prior to 10:00 a.m. (central time) on the proposed Conversion Date the Trustee does not receive the Substitute Letter of Credit (if any) that was to be effective on such Conversion Date. If all conditions to the establishment of a Term Rate are not satisfied, the Bond shall continue (or, if a Term Rate Period ended on the preceding day, shall begin) to bear interest at the Variable Rate from the proposed Conversion Date. Notwithstanding the failure to establish a Term Rate, if a notice of Mandatory Tender has been given by the Trustee with respect to any Bond in connection with a proposed conversion to a Term Rate, such Bond shall be subject to a Mandatory Tender on the proposed Conversion Date. (f) The Term Rate determined by the Remarketing Agent shall be conclusive and binding on the Issuer, the Lessee, the Trustee and the Bondholders.

Term Rate. (a) Subject to the terms and conditions of this Section, at the request of the Lessee a fixed rate shall be established with respect to any Bond for the period specified by the Lessee in such request. Each period during which a Term Rate is in effect is herein called a “Term Rate Period.” The first day of any such Term Rate Period is herein called a “Conversion Date.” (b) The Term Rate shall be a fixed rate per annum which determined as described below. The Term Rate shall be determined by the Remarketing Agent, on the Term Rate Calculation Date, as the lowest rate of interest that, in the judgment of the Remarketing Agent, taking into account prevailing financial market conditions, would be necessary to enable the Remarketing Agent as to arrange for the sale of the Bonds in the Term Mode in a secondary market sale at a price equal to the principal amount thereof, without premium plus accrued interest, on the first Business Day of the respective Term Rate Period; provided below in this Section. The that (1) if the Remarketing Agent fails for any reason to determine the Term Rate for any Term Rate Period, such Term Rate shall be applicable during equal to 125% of the entire average annual bond equivalent yield calculations at par as of the first day of the corresponding Term Rate Period or, if such day is not a Business Day, the next preceding Business Day, of United States Treasury obligations having a term to maturity similar to such Term Rate Period; provided, however, that if and (2) no Term Rate shall exceed the lesser of (i) the maximum interest rate at which the Letters of Credit then in effect provides coverage for at least Forty Three (43) days interest and (ii) 10% per annum. In determining a Term Rate is in effect when a Bond is to be purchased pursuant to the Mandatory Tender provisions of Section 4.05(a)(3) (relating to notice of an event of default under the Credit Agreement)this Section, the related Term Rate Period with respect to such Bond shall end on such Mandatory Tender Date. (c) The establishment of a Term Rate with respect to any Bond shall be subject to the following terms and conditions: (1) The request to establish a Term Rate must be received by the Trustee not less than 30 days prior to the proposed Conversion Date and (except for a request to establish a Term Rate for all Bonds) must specify the principal amount and certificate number of the Bond for prevailing financial market conditions which a Term Rate is to be established. (2) A Term Rate may be established for less than the entire principal amount of a Bond if both the principal amount of such Bond for which a Term Rate is to be established and the remaining portion of such Bond will be in Authorized Denominations. The Lessee or the Remarketing Agent shall take into account shall include (i) existing long-term market rates and indexes of such long-term rates, (ii) the existing market supply and demand for long-term securities, (iii) existing yield curves for long-term securities for obligations of credit quality comparable to the Bonds, (iv) general economic conditions, (v) industry, economic and financial conditions that may affect or cause be relevant to the Bonds, and (vi) such other facts, circumstances and conditions as the Remarketing Agent, in its sole discretion, shall determine to be taken whatever steps are necessary to establish separate CUSIP numbers for relevant. Notice of each Term Rate shall promptly be given by telephone (promptly confirmed in writing) by the Bonds bearing interest at different Term Rates as described in the prior sentence, and shall provide such CUSIP numbers Remarketing Agent to the Trustee no later than five (5) Business Days prior to the Conversion Date. (3) If such request is made during a Term Rate Period with respect to such BondTrustee, the specified Conversion Date may not be sooner than the first day immediately following the Term Rate Period then in effect. (4) The specified Conversion Date must be a Business Day. If the Conversion Date specified by the Lessee is not in fact a Business Day, then the Conversion Date shall be deemed to be the next succeeding Business Day. (5) The Term Rate Period (other than a Term Rate Period extending to the final Maturity) must end on a Business Day. If the final day of the Term Rate Period specified by the Lessee is not in fact a Business Day, then such Term Rate Period shall be deemed to extend to the next day that is a Business Day. (6) If the Letter of Credit is to be effective during the Term Rate Period, the length of the Term Rate Period shall be limited as follows: (A) if the Term Rate Period is to be equal to or less than 6 months, the number of days in the Term Rate Period must be at least 20 days less than the number of days of interest coverage provided by the Letter of Credit; (B) the Term Rate Period may not be longer than 6 months unless the Letter of Credit provides for payment of interest for not less than 200 days (computed on the basis of a 360-day year); and (C) the Term Rate Period must end at least 15 days prior to the Stated Expiration Date of the Letter of Credit. (7) A Term Rate Period may not be specified unless the Letter of Credit (if any) to be effective during such Term Rate Period provides for payment of the maximum redemption premium on the Bonds that could be payable during such Term Rate Period. (8) The Term Rate Period may not be less than 15 days. (9) A Favorable Tax Opinion must be delivered to the Trustee on the day immediately preceding the Conversion Date, if the proposed duration of the Term Rate Period is more than one (1) year and the current interest rate period is a Variable Rate Period or a Term Rate Period of a duration of one (1) year or less or if the proposed duration of the Term Rate Period is one (1) year or less and the current interest rate period is a Variable Rate Period or a Term Rate Period of a duration of more than one (1) year. The Trustee shall deliver a copy of any request for establishment of a Term Rate to the Issuer, the Remarketing Agent, the Tender Agent Company and the Bank within two (2) Business Days Agent. Determinations of its receipt of such notice. (d) After receipt of notice that a Term Rate is Rates pursuant to be established with respect to any Bond, but not less than 3 days prior to the proposed Conversion Date, the Remarketing Agent shall determine the interest rate for the Term Rate Period (herein called the “Term Rate”), which shall be the lowest interest rate that would, in the opinion of the Remarketing Agent, result in the market value of such Bond being 100% of the principal amount thereof on the date of such determination, taking into account relevant market conditions and credit rating factors as they exist on such date, and assuming that the Term Rate Period began on such date; provided, however, that the Term Rate may not exceed the Cap Rate. The Remarketing Agent shall give telephonic notice to the Trustee of the Term Rate so determined, and shall promptly confirm such notice in writing. Upon the request of the Issuer, the Lessee or any Bondholder, the Trustee shall confirm (by telephone and in writing, if so requested) the Term Rate so determined. (e) Notwithstanding the foregoing, a Term Rate shall not be established if (1) The Lessee delivers to the Trustee notice of revocation of its election to establish the Term Rate before 10:00 a.m. (central time) on the Business Day immediately preceding the proposed Conversion Date or (2) prior to 10:00 a.m. (central time) on the proposed Conversion Date the Trustee does not receive the Substitute Letter of Credit (if any) that was to be effective on such Conversion Date. If all conditions to the establishment of a Term Rate are not satisfied, the Bond shall continue (or, if a Term Rate Period ended on the preceding day, shall begin) to bear interest at the Variable Rate from the proposed Conversion Date. Notwithstanding the failure to establish a Term Rate, if a notice of Mandatory Tender has been given by the Trustee with respect to any Bond in connection with a proposed conversion to a Term Rate, such Bond shall be subject to a Mandatory Tender on the proposed Conversion Date. (f) The Term Rate determined by the Remarketing Agent this Section shall be conclusive and binding on upon the Issuer, the LesseeCompany, the Trustee Trustee, the Agent and the BondholdersHolders.

Term Rate. (a) Subject to the terms and conditions of this Section, at the request of the Lessee a fixed rate shall be established with respect to any Bond for the period specified by the Lessee in such request. Each period during which a Term Rate is in effect is herein called a “Term Rate Period.” The first day of any such Term Rate Period is herein called a “Conversion Date.” (b) The A Term Rate shall be determined for each --------- Term Rate Period as described below. Upon conversion to a Term Mode, a Nominal Term Rate Period shall be fixed rate per annum which by the Borrower pursuant to Section 2.05 as a term of two or more consecutive Semiannual Periods constituting the nominal length of each Term Rate Period thereafter until the date of a conversion to another Rate Mode. A Term Mode based on one Nominal Term Rate Period and a Term Mode based on another Nominal Term Rate Period are different Rate Modes. Each Term Rate shall be determined by the Remarketing Agent, on the Term Rate Calculation Date, as the lowest rate of interest that, in the judgment of the Remarketing Agent, taking into account prevailing financial market conditions, would be necessary to enable the Remarketing Agent as to arrange for the sale of the Bonds in the respective Term Mode in a secondary market sale at a price equal to the principal amount thereof, plus accrued interest, on the first Business Day of the respective Term Rate Period; provided below in this Section. The that (1) if the Remarketing Agent fails for any reason to determine the Term Rate for any Term Rate Period, such Term Rate shall be applicable during equal to 80% of the entire average of the annual bond equivalent yield evaluations at par as of the first day of the corresponding Term Rate Period or, if such day is not a Business Day, the next preceding Business Day of United States Treasury obligations having a term to maturity similar to such Term Rate Period; provided, however, that if and (2) no Term Rate shall exceed the lesser of (i) the maximum interest rate at which the Letter of Credit then in effect provides coverage for at least 200 days interest and (ii) 25% per annum. In determining a Term Rate is in effect when a Bond is to be purchased pursuant to the Mandatory Tender provisions of Section 4.05(a)(3) (relating to notice of an event of default under the Credit Agreement)this Section, the related Term Rate Period with respect to such Bond shall end on such Mandatory Tender Date. (c) The establishment of a Term Rate with respect to any Bond shall be subject to the following terms and conditions: (1) The request to establish a Term Rate must be received by the Trustee not less than 30 days prior to the proposed Conversion Date and (except for a request to establish a Term Rate for all Bonds) must specify the principal amount and certificate number of the Bond for prevailing financial market conditions which a Term Rate is to be established. (2) A Term Rate may be established for less than the entire principal amount of a Bond if both the principal amount of such Bond for which a Term Rate is to be established and the remaining portion of such Bond will be in Authorized Denominations. The Lessee or the Remarketing Agent shall take into account shall include (i) existing long-term tax-exempt market rates and indexes of such long-term rates, (ii) the existing market supply and demand for long-term tax-exempt securities, (iii) existing yield curves for long-term tax-exempt securities for obligations of credit quality comparable to the Bonds, (iv) general economic conditions, (v) industry, economic and financial conditions that may affect or cause be relevant to the Bonds, and (vi) such other facts, circumstances and conditions as the Remarketing Agent, in its sole discretion, shall determine to be taken whatever steps are necessary to establish separate CUSIP numbers for relevant. Notice of each Term Rate shall promptly be given by telephone (promptly confirmed in writing) by the Bonds bearing interest at different Term Rates as described in the prior sentence, and shall provide such CUSIP numbers Remarketing Agent to the Trustee no later than five (5) Business Days prior to the Conversion Date. (3) If such request is made during a Term Rate Period with respect to such BondTrustee, the specified Conversion Date may not be sooner than the first day immediately following the Term Rate Period then in effect. (4) The specified Conversion Date must be a Business Day. If the Conversion Date specified by the Lessee is not in fact a Business Day, then the Conversion Date shall be deemed to be the next succeeding Business Day. (5) The Term Rate Period (other than a Term Rate Period extending to the final Maturity) must end on a Business Day. If the final day of the Term Rate Period specified by the Lessee is not in fact a Business Day, then such Term Rate Period shall be deemed to extend to the next day that is a Business Day. (6) If the Letter of Credit is to be effective during the Term Rate Period, the length of the Term Rate Period shall be limited as follows: (A) if the Term Rate Period is to be equal to or less than 6 months, the number of days in the Term Rate Period must be at least 20 days less than the number of days of interest coverage provided by the Letter of Credit; (B) the Term Rate Period may not be longer than 6 months unless the Letter of Credit provides for payment of interest for not less than 200 days (computed on the basis of a 360-day year); and (C) the Term Rate Period must end at least 15 days prior to the Stated Expiration Date of the Letter of Credit. (7) A Term Rate Period may not be specified unless the Letter of Credit (if any) to be effective during such Term Rate Period provides for payment of the maximum redemption premium on the Bonds that could be payable during such Term Rate Period. (8) The Term Rate Period may not be less than 15 days. (9) A Favorable Tax Opinion must be delivered to the Trustee on the day immediately preceding the Conversion Date, if the proposed duration of the Term Rate Period is more than one (1) year and the current interest rate period is a Variable Rate Period or a Term Rate Period of a duration of one (1) year or less or if the proposed duration of the Term Rate Period is one (1) year or less and the current interest rate period is a Variable Rate Period or a Term Rate Period of a duration of more than one (1) year. The Trustee shall deliver a copy of any request for establishment of a Term Rate to the Issuer, the Remarketing Agent, the Tender Agent Borrower and the Bank within two (2) Business Days Bank. Determinations of its receipt of such notice. (d) After receipt of notice that a Term Rate is Rates pursuant to be established with respect to any Bond, but not less than 3 days prior to the proposed Conversion Date, the Remarketing Agent shall determine the interest rate for the Term Rate Period (herein called the “Term Rate”), which shall be the lowest interest rate that would, in the opinion of the Remarketing Agent, result in the market value of such Bond being 100% of the principal amount thereof on the date of such determination, taking into account relevant market conditions and credit rating factors as they exist on such date, and assuming that the Term Rate Period began on such date; provided, however, that the Term Rate may not exceed the Cap Rate. The Remarketing Agent shall give telephonic notice to the Trustee of the Term Rate so determined, and shall promptly confirm such notice in writing. Upon the request of the Issuer, the Lessee or any Bondholder, the Trustee shall confirm (by telephone and in writing, if so requested) the Term Rate so determined. (e) Notwithstanding the foregoing, a Term Rate shall not be established if (1) The Lessee delivers to the Trustee notice of revocation of its election to establish the Term Rate before 10:00 a.m. (central time) on the Business Day immediately preceding the proposed Conversion Date or (2) prior to 10:00 a.m. (central time) on the proposed Conversion Date the Trustee does not receive the Substitute Letter of Credit (if any) that was to be effective on such Conversion Date. If all conditions to the establishment of a Term Rate are not satisfied, the Bond shall continue (or, if a Term Rate Period ended on the preceding day, shall begin) to bear interest at the Variable Rate from the proposed Conversion Date. Notwithstanding the failure to establish a Term Rate, if a notice of Mandatory Tender has been given by the Trustee with respect to any Bond in connection with a proposed conversion to a Term Rate, such Bond shall be subject to a Mandatory Tender on the proposed Conversion Date. (f) The Term Rate determined by the Remarketing Agent this Section shall be conclusive and binding on upon the Issuer, the LesseeBorrower, the Trustee Trustee, the Bank and the BondholdersHolders.

Term Rate. (a) Subject to the terms and conditions of this Section, at the request of the Lessee a fixed rate shall be established with respect to any Bond for the period specified by the Lessee in such request. Each period during which a Term Rate is in effect is herein called a “Term Rate Period.” The first day of any such Term Rate Period is herein called a “Conversion Date.” (b) The A Term Rate shall be determined for each Term Rate Period as described below. Upon conversion to a Term Mode, a Nominal Term Rate Period shall be fixed rate per annum which by the Company pursuant to Section 2A.5 as a term of two or more Semiannual Periods constituting the nominal length of each Term Rate Period thereafter until the date of a conversion to another Rate Mode. Each Term Rate shall be determined by the Remarketing Agent as provided below in this Section. The on the Term Rate shall be applicable during Calculation Date as the entire Term Rate Period; providedlowest rate of interest which, however, that if a Term Rate is in effect when a Bond is to be purchased pursuant to the Mandatory Tender provisions judgment of Section 4.05(a)(3) (relating to notice of an event of default under the Credit Agreement), the related Term Rate Period with respect to such Bond shall end on such Mandatory Tender Date. (c) The establishment of a Term Rate with respect to any Bond shall be subject to the following terms and conditions: (1) The request to establish a Term Rate must be received by the Trustee not less than 30 days prior to the proposed Conversion Date and (except for a request to establish a Term Rate for all Bonds) must specify the principal amount and certificate number of the Bond for which a Term Rate is to be established. (2) A Term Rate may be established for less than the entire principal amount of a Bond if both the principal amount of such Bond for which a Term Rate is to be established and the remaining portion of such Bond will be in Authorized Denominations. The Lessee or the Remarketing Agent shall take or cause to taking into account Prevailing Market Conditions, would be taken whatever steps are necessary to establish separate CUSIP numbers enable the Remarketing Agent to arrange for the Bonds bearing interest at different Term Rates as described in the prior sentence, and shall provide such CUSIP numbers to the Trustee no later than five (5) Business Days prior to the Conversion Date. (3) If such request is made during a Term Rate Period with respect to such Bond, the specified Conversion Date may not be sooner than the first day immediately following the Term Rate Period then in effect. (4) The specified Conversion Date must be a Business Day. If the Conversion Date specified by the Lessee is not in fact a Business Day, then the Conversion Date shall be deemed to be the next succeeding Business Day. (5) The Term Rate Period (other than a Term Rate Period extending to the final Maturity) must end on a Business Day. If the final day sale of the Term Rate Period specified by the Lessee is not in fact a Business Day, then such Term Rate Period shall be deemed to extend to the next day that is a Business Day. (6) If the Letter of Credit is to be effective during the Term Rate Period, the length of the Term Rate Period shall be limited as follows: (A) if the Term Rate Period is to be equal to or less than 6 months, the number of days Bonds in the Term Rate Period must be Mode in a secondary market sale at least 20 days less than the number of days of interest coverage provided by the Letter of Credit; (B) the Term Rate Period may not be longer than 6 months unless the Letter of Credit provides for payment of interest for not less than 200 days (computed on the basis of a 360-day year); and (C) the Term Rate Period must end at least 15 days prior price equal to the Stated Expiration Date of the Letter of Credit. (7) A Term Rate Period may not be specified unless the Letter of Credit (if any) to be effective during such Term Rate Period provides for payment of the maximum redemption premium on the Bonds that could be payable during such Term Rate Period. (8) The Term Rate Period may not be less than 15 days. (9) A Favorable Tax Opinion must be delivered to the Trustee on the day immediately preceding the Conversion Date, if the proposed duration of the Term Rate Period is more than one (1) year and the current interest rate period is a Variable Rate Period or a Term Rate Period of a duration of one (1) year or less or if the proposed duration of the Term Rate Period is one (1) year or less and the current interest rate period is a Variable Rate Period or a Term Rate Period of a duration of more than one (1) year. The Trustee shall deliver a copy of any request for establishment of a Term Rate to the Issuer, the Remarketing Agent, the Tender Agent and the Bank within two (2) Business Days of its receipt of such notice. (d) After receipt of notice that a Term Rate is to be established with respect to any Bond, but not less than 3 days prior to the proposed Conversion Date, the Remarketing Agent shall determine the interest rate for the Term Rate Period (herein called the “Term Rate”), which shall be the lowest interest rate that would, in the opinion of the Remarketing Agent, result in the market value of such Bond being 100% of the principal amount thereof on the date of such determination, taking into account relevant market conditions and credit rating factors as they exist on such date, and assuming that the Term Rate Period began on such date; provided, however, that the Term Rate may not exceed the Cap Rate. The Remarketing Agent shall give telephonic notice to the Trustee first Business Day of the Term Rate so determinedPeriod; provided that (1) if the Remarketing Agent fails for any reason to determine the Term Rate for any Term Rate Period, such Term Rate shall be equal to 90% of the average of the annual bond equivalent yield evaluations at par as provided by the Remarketing Agent as of the first day of the corresponding Term Rate Period or, if such day is not a Business Day, the next preceding Business Day, of United States Treasury obligations having a term to maturity similar to such Term Rate Period, and (2) in no event shall any Term Rate for any Term Rate Period exceed 12% per annum or, if a Liquidity Facility is in effect, the maximum interest rate at which such Liquidity Facility provides coverage for at least 193 days' interest. Notice of each Term Rate shall promptly confirm such notice be given by telephone (promptly confirmed in writing. Upon ) by the request of Remarketing Agent to the Issuer, the Lessee or any BondholderTrustee, the Trustee shall confirm (by telephone and in writing, if so requested) the Term Rate so determined. (e) Notwithstanding the foregoing, a Term Rate shall not be established if (1) The Lessee delivers to the Trustee notice of revocation of its election to establish the Term Rate before 10:00 a.m. (central time) on the Business Day immediately preceding the proposed Conversion Date or (2) prior to 10:00 a.m. (central time) on the proposed Conversion Date the Trustee does not receive the Substitute Letter of Credit (if any) that was to be effective on such Conversion Date. If all conditions to the establishment of a Term Rate are not satisfiedCompany, the Bond shall continue (orBank, if a the Insurer, and the Paying Agent. Determinations of Term Rate Period ended on the preceding day, shall begin) Rates pursuant to bear interest at the Variable Rate from the proposed Conversion Date. Notwithstanding the failure to establish a Term Rate, if a notice of Mandatory Tender has been given by the Trustee with respect to any Bond in connection with a proposed conversion to a Term Rate, such Bond shall be subject to a Mandatory Tender on the proposed Conversion Date. (f) The Term Rate determined by the Remarketing Agent this Section shall be conclusive and binding on upon the Issuer, the LesseeCompany, the Trustee Trustee, the Paying Agent, the Bank, the Insurer and the BondholdersOwners.

Term Rate. (a) Subject to the terms and conditions of this Section, The Bonds shall initially bear interest at the request Variable Rate. In addition, the Bonds shall bear interest at a Term Rate during each Term Rate Period of the Lessee a fixed rate shall be established with respect to 30 days, 6 months, 1 year or any Bond for the period multiple of 1 year specified by the Lessee in such requestCompany as provided below. Each period during which a Term Rate is in effect is herein called a “"Term Rate Period.” " The first day of any such Term Rate Period is herein called a “"Conversion Date.” (b) " The Term Rate shall be a fixed rate per annum which shall be applicable during the entire Term Rate Period and shall be determined by the Remarketing Agent as provided below in this Sectionbelow. The Company may elect that the Bonds bear interest at a Term Rate by delivery of written notice of such election to the Trustee not less than 40 days prior to the proposed Conversion Date. Such notice shall be applicable during specify the entire first day and the last day of the Term Rate PeriodPeriod elected; provided, however, that if (i) as a Term Rate is in effect when a Bond is to be purchased pursuant condition to the Mandatory Tender provisions of Section 4.05(a)(3) (relating to notice of an event of default under the Credit Agreement), the related Term Rate Period with respect to such Bond shall end on such Mandatory Tender Date. (c) The establishment of a Term Rate with respect to any Bond Rate, the Company shall be subject to the following terms and conditions: (1) The request to establish a Term Rate must be received by the Trustee not less than 30 days prior to the proposed Conversion Date and (except for a request to establish a Term Rate for all Bonds) must specify the principal amount and certificate number of the Bond for which a Term Rate is to be established. (2) A Term Rate may be established for less than the entire principal amount of a Bond if both the principal amount of such Bond for which a Term Rate is to be established and the remaining portion of such Bond will be in Authorized Denominations. The Lessee or the Remarketing Agent shall take or cause to be taken whatever steps are necessary delivered to establish separate CUSIP numbers for the Board and the Trustee an opinion of Bond Counsel stating that the establishment of such Term Rate will not cause the interest income on the Bonds bearing interest at different Term Rates as described in the prior sentenceto become taxable, and shall provide (ii) if such CUSIP numbers to the Trustee no later than five (5) Business Days prior to the Conversion Date. (3) If such request election is made during a Term Rate Period with respect to such BondPeriod, the specified Conversion Date may not be sooner than the first day immediately following the Term Rate Period then in effect. , (4iii) The specified Conversion either (A) the Letter of Credit then in effect must have a Stated Expiration Date must be a Business Day. If the Conversion Date specified by the Lessee that is not in fact a Business Day, then earlier than the Conversion Date shall be deemed to be 15th day following the next succeeding Business Day. (5) The expiration of such Term Rate Period (other Period, provide coverage of interest on the Bonds at the Maximum Rate for a number of days not less than a Term Rate Period extending the sum of 15 days plus the maximum number of days between Interest Payment Dates with respect to the final Maturity) must end on a Business Day. If the final day of the Term Rate Period specified by the Lessee is not in fact a Business Day, then such Term Rate Period shall be deemed to extend and provide coverage for the payment of the maximum redemption premium payable with respect to the next day that is Bonds during such Term Rate Period, or, (B) as a Business Day. (6) If condition to the Letter establishment of Credit is to be effective during the such Term Rate Period, the length Company shall be required to deliver to the Trustee a Substitute Letter of Credit in accordance with the provisions of the Term Rate Period shall be limited as follows: Indenture, and (A) if the Term Rate Period is to be equal to or less than 6 months, the number of days in the Term Rate Period must be at least 20 days less than the number of days of interest coverage provided by the Letter of Credit; (Biv) the Term Rate Period may not be longer than 6 months unless extend beyond the Letter of Credit provides for payment of interest for not less than 200 days (computed on the basis of a 360-day year); and (C) the Term Rate Period must end at least 15 days immediately prior to the Stated Expiration Date final maturity of the Letter of Credit. Bonds. Any such election by the Company shall be irrevocable after 3:00 p.m. (7Detroit, Michigan time) A Term Rate Period may not be specified unless the Letter of Credit (if any) to be effective during such Term Rate Period provides for payment of the maximum redemption premium on the Bonds that could be payable during such Term Rate Period. (8) The Term Rate Period may not be less than 15 days. (9) A Favorable Tax Opinion must be delivered to the Trustee on the day last Business Day immediately preceding the Conversion Date, if the proposed duration of the Term Rate Period is more than one (1) year and the current interest rate period is a Variable Rate Period or a Term Rate Period of a duration of one (1) year or less or if the proposed duration of the Term Rate Period is one (1) year or less and the current interest rate period is a Variable Rate Period or a Term Rate Period of a duration of more than one (1) year. The Trustee shall deliver a copy of any request for establishment of a Term Rate to the Issuer, the Remarketing Agent, the Tender Agent and the Bank within two (2) Business Days of its receipt of such notice. (d) After receipt of notice that a Term Rate is to be established with respect to any Bond, but not less than 3 days prior to the proposed Conversion Date, . A notice given by the Remarketing Agent shall determine the interest rate for the Company may specify that successive Term Rate Period (herein called the “Term Rate”), which Periods of specified lengths shall be established with respect to the lowest interest rate that would, in the opinion of the Remarketing Agent, result in the market value of Bonds. If such Bond being 100% of the principal amount thereof on the date of such determination, taking into account relevant market conditions and credit rating factors as they exist on such date, and assuming that the Term Rate Period began on such date; provided, however, that the Term Rate may not exceed the Cap Rate. The Remarketing Agent shall give telephonic notice is provided to the Trustee and the other requirements of the Indenture are met as of each Conversion Date, no additional notice shall be required from the Company to establish a new Term Rate so determined, and shall promptly confirm on each such Conversion Date. Any such notice in writing. Upon the request of the Issuermay be revoked prior to 3:00 p.m. (Detroit, the Lessee or any Bondholder, the Trustee shall confirm (by telephone and in writing, if so requested) the Term Rate so determined. (e) Notwithstanding the foregoing, a Term Rate shall not be established if (1) The Lessee delivers to the Trustee notice of revocation of its election to establish the Term Rate before 10:00 a.m. (central Michigan time) on the last Business Day immediately preceding the proposed Conversion Date or (2) prior to 10:00 a.m. (central time) on the proposed Conversion Date the Trustee does not receive the Substitute Letter of Credit (if any) that was to be effective on such Conversion Date. If all conditions to the establishment of a Term Rate are not satisfied, the Bond shall continue (or, if a Term Rate Period ended on the preceding day, shall begin) to bear interest at the Variable Rate from the each proposed Conversion Date. Notwithstanding the failure to establish a Term Rate, if a notice of Mandatory Tender has been given by the Trustee but such revocation shall be applicable only with respect to any Bond in connection with a proposed conversion to a Term Rate, such Bond shall be subject to a Mandatory Tender on the proposed Conversion Date. (f) The Term Rate determined by Periods commencing after the Remarketing Agent shall be conclusive and binding on date of the Issuer, the Lessee, the Trustee and the Bondholdersnotice of revocation.