05-09-2022 FINAL Notice and Agenda Packet

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21 action or consent (subject to clause (y) below) of any other party to, the Agreement, the Bonds, Notes or any other Bond Document and (y) if a Benchmark Replacement is determined in accordance with clause (c) of the definition of “Benchmark Replacement” or clause (b) of the definition of “Benchmark Replacement Adjustment” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Bond Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the date notice of such Benchmark Replacement is provided to Borrower without any amendment to, or further action or consent of any other party to, the Agreement, the Indenture, the Notes or any other Bond Document. (ii) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, BSBY Rate Calculation Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to the Agreement, the Bonds, Notes or any other Bond Document. (iii) Notices; Standards for Decisions and Determinations. BSBY Rate Calculation Agent will promptly notify Borrower of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The BSBY Rate Calculation Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to subsection (h)(iv) of Part I of this Bond entitled “Unavailability of Tenor of Benchmark” and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by BSBY Rate Calculation Agent pursuant to subsection (h) of Part I, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to the Agreement, the Bonds, Notes or any other Bond Document, except, in each case, as expressly required pursuant to subsection (h) of Part I. (iv) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Bond Document, at any time (including in connection with the implementation or a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including BSBY or Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by BSBY Rate Calculation Agent in its reasonable discretion, (B) the administrator of such Benchmark or a Government Authority having jurisdiction over such administrator with respect to its publication of such Benchmark of a Governmental Authority having jurisdiction over BSBY Rate Calculation Agent, in each case acting in such capacity, has provided a public statement or publication of information identifying a specific date after which any tenor shall or will no longer be made available, or permitted to be used for determining, the interest rate of Dollar-denominated loans, or (C) the administrator of such Benchmark or the regulatory supervisor for the administrator of such