FGIC

THIS NOTICE IS NOT AN OFFER WITH RESPECT TO ISSUANCE OR
SOLICITATION OF ANY SECURITIES. ANY SUCH FUTURE OFFER OR
SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS.

NOTICE TO HOLDERS OF CERTAIN FGIC-INSURED INSTRUMENTS AND UNITS¹
(list of CUSIPs and ISINs Attached as Exhibit A hereto)

Regarding

Opportunity for Holders of Certain FGIC-insured Instruments and Units to Become Party to
Transaction Support Agreement and Earn Early Joinder Fee

Early Joinder Fee Deadline: 5:00 p.m. New York City time on June 12, 2024

Certification Deadline: 5:00 p.m. New York City time on June 27, 2024

NOTICE IS HEREBY GIVEN TO EACH BENEFICIAL OWNER OF THE FGIC-INSURED INSTRUMENTS AND UNITS LISTED ON EXHIBIT A  HERETO REGARDING THE OPPORTUNITY TO JOIN A TRANSACTION SUPPORT AGREEMENT AND BECOME ELIGIBLE TO RECEIVE AN  EARLY JOINDER FEE, AS DESCRIBED IN MORE DETAIL HEREIN. RECIPIENTS OF THIS NOTICE SHOULD NOT CONSTRUE THE CONTENTS HEREOF AS CONTAINING LEGAL, FINANCIAL, OR TAX ADVICE. EACH RECIPIENT SHOULD CONSULT ITS OWN ATTORNEY, FINANCIAL  ADVISOR AND TAX ADVISOR, AS APPLICABLE, CONCERNING THE TRANSACTION SUPPORT AGREEMENT AND THE IMPLICATIONS OF BECOMING PARTY THERETO.

This notice contains important information of interest to beneficial owners of certain instruments and units insured by Financial Guaranty Insurance Company (“FGIC”). To the extent applicable, all nominees, brokers, depositories, custodians, trustees, and other intermediaries receiving this notice are requested to expedite re-transmittal to such beneficial owners in a timely manner. AS MORE FULLY DESCRIBED HEREIN, FAILURE TO (A) SIGN AND SUBMIT THE JOINDER AGREEMENT TO THE TRANSACTION SUPPORT AGREEMENT, TOGETHER WITH THE OWNERSHIP  CERTIFICATION TABLE, BY THE EARLY JOINDER FEE DEADLINE (5:00 P.M. NEW YORK CITY TIME ON JUNE 12, 2024) AND/OR (B) CAUSE YOUR NOMINEE, BANK, OR BROKER (IN THE CASE OF COVERED INSTRUMENTS HELD THROUGH DTC) TO SUBMIT YOUR OWNERSHIP INFORMATION IN THE OWNERSHIP CERTIFICATION SPREADSHEET OR, IN THE CASE OF BENEFICIAL OWNERS HOLDING COVERED INSTRUMENTS IN PHYSICAL FORM, TO SUBMIT PROOF OF OWNERSHIP, IN EACH CASE, BY THE CERTIFICATION DEADLINE (5:00 P.M. NEW YORK CITY TIME ON JUNE 27, 2024) WILL RESULT IN LOSS OF THE OPPORTUNITY TO RECEIVE THE EARLY JOINDER FEE.

This notice is addressed solely to those beneficial owners of the securities, instruments, or units insured by FGIC listed on Exhibit A hereto (“Covered Instruments”) to provide such beneficial owners the opportunity to join the Transaction Support Agreement and become eligible to receive the Early Joinder Fee. If you are already a party to the Transaction Support Agreement, you do not need to re-submit your executed Joinder Agreement, but in order to be eligible to receive the Early Joinder Fee, you must cause your nominee, bank, or broker to complete and submit an Ownership Certification Spreadsheet (as defined below) that includes your ownership information by no later than 5:00 p.m. New York City time on June 27, 2024 (the “Certification Deadline”), as described in more detail below.

Delivery of Executed Joinder Agreement: The Joinder Agreement, in the form attached hereto as Exhibit D (https://deals.is.kroll.com/wp-content/uploads/2024/04/Exhibit-D-Joinder-Agreement.pdf), must (a) be completed and signed by the beneficial owner of the participating Covered Instruments (or its nominee, if the nominee is permitted to act as a signatory for the beneficial owner), (b) disclose the information required therein at the beneficial owner level, and (c) be returned to Kroll through Kroll’s E-Portal system on or prior to 5:00 p.m. New York City time on the Early Joinder Fee Deadline. You must participate with respect to all of your Covered Instruments and other FGIC-insured Instruments and Units. Partial participation is not permitted.

If a beneficial owner of Covered Instruments submits their executed Joinder Agreement without completing the additional required steps by the Certification Deadline, they will not be eligible to receive the Early Joinder Fee (but will still be bound to the TSA).

If a beneficial owner holds Covered Instruments with multiple CUSIPs/ISINs, the beneficial owner is only required to sign one Joinder Agreement with respect to all of its FGIC-insured Instruments and Units and other claims against and interests in FGIC. Once a beneficial owner has delivered the executed Joinder Agreement, such executed Joinder Agreement will be considered to have been delivered with respect to all of the FGIC-insured Instruments and Units and other claims against and interests in FGIC that such beneficial owner holds. 

If you are already a party to the Transaction Support Agreement, you do not need to re-submit your executed Joinder Agreement, but you must submit an Ownership Certification Table and cause your nominee, bank, or broker to complete and submit the Ownership Certification Spreadsheet on your behalf, as required below.