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Business Day immediately preceding the first day of the next succeeding Auction Period. If the ownership of the ARS is no longer maintained in book-entry form by the Securities Depository, the Trustee shall calculate the Maximum Rate on the Business Day immediately preceding each Auction Period after the delivery of certificates representing the ARS pursuant to Section 3.01 of the Indenture. If a Payment Default shall have occurred, the Trustee shall calculate the Non-Payment Rate on the first day of (i) each Auction Period commencing after the occurrence and during the continuance of such Payment Default and (ii) any Auction Period commencing less than two Business Days after the cure of any Payment Default. The Auction Agent shall calculate the Applicable Factors and determine the "AA" Composite Commercial Paper Rate for each Auction Period other than the first Auction Period; provided, that if the ownership of the ARS is no longer maintained in book-entry form, or if a Payment Default has occurred, then the Trustee shall calculate the Applicable Factors and determine the "AA" Composite Commercial Paper Rate for each such Auction Period. The determination by the Trustee or the Auction Agent, as the case may be, of the Applicable Factors, "AA" Composite Commercial Paper Rate, Maximum Rate, Minimum Rate and Non-Payment Rate shall (in the absence of manifest error) be final and binding upon all Beneficial Owners and all other parties. If calculated or determined by the Auction Agent, the Auction Agent shall promptly advise the Trustee of the Applicable Factors, "AA" Composite Commercial Paper Rate, Maximum Rate and Minimum Rate. (b) If the Federal Reserve Bank of New York has not made available its 30-day commercial paper rate for purposes of determining the "AA" Composite Commercial Paper Rate, the Auction Agent, or the Trustee in the event the Trustee must determine the "AA" Composite Commercial Paper Rate, shall request that the Authority appoint by Officer's Certificate at least three commercial paper dealers to provide commercial paper quotes for purposes of determining the "AA" Composite Commercial Paper Rate; and if the Authority shall fail to make any such appointment within three Business Days following such request, the Auction Agent or Trustee, as the case may be, shall appoint such commercial paper dealers and notify the Authority of such appointment. Section 5. Notification of Rates, Amounts and Payment Dates. (a) Except as may be otherwise provided in the Auction Agent Agreement, so long as the ownership of ARS and IRS is maintained in book-entry form by the Securities Depository, the Trustee shall advise the Securities Depository of each Record Date and Auction Record Date for such AIRS at least 2 Business Days prior thereto and request, by 4:00 p.m. New York City time on the Business Day immediately preceding each Record Date and Auction Record Date, that the Securities Depository deliver to the Trustee a position listing showing, at the close of business on the applicable Record Date and Auction Record Date, the aggregate principal amounts of: Regular ARS, Regular IRS, Regular Fixed AIRS and Newly Fixed AIRS, respectively; on the Business Day following each such Record Date and Auction Record Date, the Trustee shall have obtained such a position listing from the Securities Depository. LAI-63221.5 A-15