05-09-2022 FINAL Notice and Agenda Packet

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22 Benchmark has provided one or more public statements or publications of information (including by means of a technical note published on the BSBY Website) announcing or indicating in effect, that any tenor for such Benchmark is not or will not be representative or that a BSBY Final Step Event has occurred with respect to any tenor of such Benchmark, then BSBY Rate Calculation Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such impacted or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement), or (B) is not (or is no longer) subject to an announcement described in clause (i)(B) or (i)(C) above, then BSBY Rate Calculation Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. (v) Benchmark Unavailability Period. Upon Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of BSBY Bonds to be made, converted or continued during any Benchmark Unavailability Period and, failing that, Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Bonds bearing interest at the Alternative Base Rate. During a Benchmark Unavailability Period with respect to the then-current Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon such then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. (i) Mandatory Tender While the Bonds are in the BSBY Rate Mode. The Bonds and Beneficial Ownership Interests are subject to mandatory tender for purchase in whole on the Business Day next succeeding the last day of each BSBY Rate Period (subject, however, to the right of the Initial BSBY Rate Bond Purchaser to waive such mandatory tender during the Initial BSBY Rate Period), at a price of 100% of the outstanding principal amount thereof plus accrued interest to such Mandatory Bond Purchase Date. At least 30 days, but not more than 45 days, prior to such Mandatory Bond Purchase Date pursuant to the Indenture, the Trustee shall notify all Holders by first-class mail of the Mandatory Bond Purchase Date and advise the Holders that all Bonds and Beneficial Ownership Interests shall be subject to mandatory tender for purchase on such Mandatory Bond Purchase Date. Notwithstanding the foregoing, during the Initial BSBY Rate Period, the Bonds shall not be subject to mandatory tender for purchase pursuant to the Indenture, if, not later than 180 days prior to the last day of the Initial BSBY Rate Period, the Initial BSBY Rate Bond Purchaser shall provide written notice to the Trustee and the Borrower irrevocably electing to waive the mandatory tender of the Bonds on the applicable tender date. In the event that the Initial BSBY Rate Bond Purchaser invokes the provisions of this paragraph to waive any mandatory tender of the Bonds pursuant to the Indenture, the Initial BSBY Rate Termination Date then shall be extended for a period of five years, continuing until the first Business Day of January in the fifth succeeding calendar year thereafter, at which point the Bonds shall be subject to mandatory tender for purchase pursuant to the Indenture on such extended Initial BSBY Rate Period Termination Date. The right