05-09-2022 FINAL Notice and Agenda Packet

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20 such conversion, Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant the provision in the Bond Purchase and Covenant Agreement titled “Compensation for Losses”. Subject to the provision below entitled, “Benchmark Replacement Setting”, if BSBY Rate Calculation Agent determines (which determination shall be conclusive and binding absent manifest error) that the “BSBY Rate” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Bonds bearing interest at the Alternate Base Rate shall be determined by BSBY Rate Calculation Agent without reference to clause (c) of the definition of “Alternate Base Rate” until BSBY Rate Calculation Agent revokes such determination. (g) Illegality. If BSBY Rate Calculation Agent determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for BSBY Rate Calculation Agent to make, maintain or fund Bonds whose interest is determined by reference to BSBY or the BSBY Rate, or to determine or charge interest rates based upon BSBY or the BSBY Rate, then, upon notice thereof by BSBY Rate Calculation Agent to Borrower, (a) any obligation of BSBY Rate Calculation Agent to make BSBY Bonds and any right of Borrower to continue BSBY Bonds or to convert Bonds in any other Interest Rate Mode to BSBY Bonds, shall be suspended, and (b) the interest rate on which Bonds bearing interest in an Interest Rate Mode other than BSBY Mode shall, if necessary to avoid such illegality, be determined by BSBY Rate Calculation Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until BSBY Rate Calculation Agent notifies Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) Borrower shall, if necessary to avoid such illegality, upon demand from BSBY Rate Calculation Agent, redeem or, if applicable, convert all BSBY Bonds to Bonds bearing interest at the Alternate Base Rate (the interest rate on which Bonds bearing interest at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by BSBY Rate Calculation Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Interest Period therefor, BSBY Rate Calculation Agent may lawfully continue to maintain such BSBY Bonds to such day, or immediately, if BSBY Rate Calculation Agent may not lawfully continue to maintain such BSBY Bonds to such day, and (ii) if necessary to avoid such illegality, BSBY Rate Calculation Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” in each case until BSBY Rate Calculation Agent determines that it is no longer illegal for BSBY Rate Calculation Agent to determine or charge interest rates based upon BSBY or the BSBY Rate. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to the Bond Purchase and Covenant Agreement. (h) Benchmark Replacement Setting.Benchmark Replacement. Notwithstanding anything to the contrary in this Bond, the Indenture, the Agreement, the Notes or any other Bond Document (and a Swap Agreement shall be deemed not to be a “Bond Document” for purposes of this Section), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Bond Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further