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<br />If the interest rate or rates on the Bonds is or are converted from one Interest Rate Mode to
<br />another Interest Rate Mode, at least 30 days, but not more than 45 days, prior to the Interest Period
<br />Reset Date the Trustee shall confirm, by first-class mail to all Holders, that upon such Interest
<br />Period Reset Date the Bonds shall be converted from one Interest Rate Mode to another Interest
<br />Rate Mode and that all Bonds and Beneficial Ownership Interests shall be subject to a mandatory
<br />tender pursuant to Section 2.05 of the Indenture, and that such mandatory tender may not be
<br />waived.
<br />Fixed Interest Rate. While the Bonds are in the Interest Rate Mode during which they bear
<br />a Fixed Interest Rate, the Bonds shall bear interest at a rate per annum computed on the basis of a
<br />360-day year of twelve 30-day months and payable on each Interest Payment Date. The interest
<br />rate shall be (a) the fixed rate of interest per annum determined by the Remarketing Agent, on the
<br />Interest Rate Determination Date immediately preceding the applicable Interest Period Reset Date,
<br />to be the lowest interest rate, for the period from the Interest Period Reset Date to the final maturity
<br />date of the Bonds, in the judgment of the Remarketing Agent (taking into consideration current
<br />transactions and comparable securities with which the Remarketing Agent is involved or of which
<br />it is aware and prevailing financial market conditions) at which, as of such Interest Rate
<br />Determination Date, the applicable Bonds could be remarketed at par, plus accrued interest (if
<br />any), on the Interest Period Reset Date, or (b) in the event that the Remarketing Agent has been
<br />removed or has resigned and no successor has been appointed or the Remarketing Agent has failed
<br />to determine the Fixed Interest Rate for whatever reason, or the Fixed Interest Rate cannot be
<br />determined pursuant to clause (a) for whatever reason, the interest rate then in effect with respect
<br />to the applicable Bonds, without adjustment; provided that in no event shall the Fixed Interest Rate
<br />exceed the Maximum Rate.
<br />Rates Generally. BSBY Rate Calculation Agent does not warrant or accept responsibility
<br />for, and shall not have any liability with respect to (i) administration, construction, calculation,
<br />publication, continuation, discontinuation, movement, or regulation of, or any other matter related
<br />to, the Alternate Base Rate, the Benchmark (including, in the case of the BSBY Screen Rate, the
<br />Alternative Calculation Waterfall defined or set forth in BSBY’s index methodology and rulebook,
<br />as published on the BSBY Website), or any alternative, successor or replacement rate thereto
<br />(including any Benchmark Replacement), any component definition thereof or rates referred to in
<br />the definition thereof, including whether any Benchmark is similar to, or will produce the same
<br />value or economic equivalence of, any other rate or whether financial instruments referencing or
<br />underlying the Benchmark will have the same volume or liquidity as those referencing or
<br />underlying any other rate, (ii) the impact of any regulatory statements about, or actions taken with
<br />respect to any Benchmark (or component thereof), (iii) changes made by any administrator to the
<br />methodology used to calculate any Benchmark (or component thereof) or (iv) the effect,
<br />implementation or composition of any Conforming Changes. BSBY Rate Calculation Agent and
<br />its affiliates or other related entities may engage in transactions that affect the calculation of the
<br />Alternate Base Rate, the Benchmark, any alternative, successor or replacement rate (including any
<br />Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse
<br />to Borrower. BSBY Rate Calculation Agent does not warrant or accept responsibility for, and shall
<br />not have any liability with respect to, such transactions. BSBY Rate Calculation Agent may select
<br />information sources or services in its reasonable discretion to ascertain the Alternate Base Rate,
<br />the Benchmark, or any alternative, successor or replacement rate (including any Benchmark
<br />Replacement), in each case pursuant to the terms of the Agreement and the Note, and shall have
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