Common use of Remarketing Fee Clause in Contracts

Remarketing Fee. If a Remarketing on the first Remarketing Date during the applicable Three‑Day Remarketing Period is not successful, the Remarketing Agents shall, in accordance with the Remarketing Agreement, remarket the Debentures on each of the next two succeeding Remarketing Dates during such Three‑Day Remarketing Period until a Successful Remarketing occurs. The Remarketing Agents may deduct the Remarketing Fee from any amount of Proceeds from such Remarketing in excess of sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Debentures Purchase Price. After deducting the Remarketing Fee, if any, the Remarketing Agents will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time, on the Reset Effective Date. In the event the Collateral Agent receives such Proceeds with respect to the Pledged Applicable Ownership Interests in Debentures, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Debentures underlying the Pledged Applicable Ownership Interests in Debentures. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures as provided in Article II, Article III, Article IV, Article V and Article VI hereof, and any reference herein to the Debentures underlying the Pledged Applicable Ownership Interests in Debentures shall be deemed to be a reference to such Treasury Portfolio, and any reference herein to interest on the Debentures underlying the Pledged Applicable Ownership Interests in Debentures shall be deemed to be a reference to distributions on such Treasury Portfolio.

Remarketing Fee. If The Corporation agrees to compensate the Remarketing Agent for services related to the remarketing of Beneficial Interests in the Daily Rate Bonds and the Floating Rate Bonds of each Series of Bonds by payment of an annual fee (the “Daily/Floating Rate Remarketing Fee”) equal to one-eighth (.125%) of the average aggregate principal amount of Daily Rate Bonds and/or Floating Rate Bonds of such Series of Bonds outstanding during each Program Year for such Series of Bonds (prorated where this Agreement is terminated with respect to such Series of Bonds prior to the end of a Remarketing on the first Remarketing Date during the applicable Three‑Day Remarketing Period is not successfulProgram Year for such Series of Bonds); additionally, the Remarketing Agents shall, in accordance with Corporation agrees to compensate the Remarketing Agreement, remarket Agent for service related to the Debentures on each remarketing of Beneficial Interests in the next two succeeding Remarketing Dates during such Three‑Day Remarketing Period until a Successful Remarketing occursAdjustable Rate Bonds and the Fixed Rate Bonds. The Remarketing Agents may deduct the Remarketing Fee from any amount of Proceeds from such Remarketing in excess of sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Debentures Purchase Price. After deducting the Remarketing Fee, if any, the Remarketing Agents will remit the entire amount of the Proceeds of such remarketing to Daily/Floating Rate Remarketing Fee shall be computed by the Collateral Remarketing Agent and paid semi-annually in arrears by the Corporation on or prior to 12:00 p.m.each June 1 and December 1, New York City timecommencing June 1, 2004 based on the Reset Effective Date. In average outstanding balance of the event Bonds during the Collateral Agent receives such Proceeds semi-annual period preceding each payment date, unless this Agreement shall have been terminated with respect to such Series of Bonds prior thereto, in which case the Pledged Applicable Ownership Interests in Debentures, the Collateral Agent will, at the written direction Daily/Floating Rate Remarketing Fee shall be computed as of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and remit the remaining portion effective date of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders termination of Corporate Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Corporate Units, in substitution for the Debentures underlying the Pledged Applicable Ownership Interests in Debentures. Thereafter the Collateral Agent shall have such security interests, rights and obligations this Agreement with respect to the Treasury Portfolio as it had in respect such Series of Bonds. The amount of the Debentures underlying the Pledged Applicable Ownership Interests in Debentures as provided in Article II, Article III, Article IV, Article V and Article VI hereof, and any reference herein to the Debentures underlying the Pledged Applicable Ownership Interests in Debentures Adjustable/Fixed Rate Remarketing Fee shall be deemed computed by the Remarketing Agent as of each Transfer Date with respect to Adjustable Rate Bonds and Fixed Rate Bonds of a Series of Bonds. The Daily/Floating Rate Remarketing Fee for each Series of Bonds shall be a reference due and payable by the Corporation semi-annually in arrears during the term of this Agreement, or on the effective termination date of this Agreement with respect to such Treasury PortfolioSeries of Bonds, and any reference herein to interest on as the Debentures underlying case may be, within ten days of the Pledged Applicable Ownership Interests in Debentures receipt by the Corporation of a statement from the Remarketing Agent of the then due Daily/Floating Rate Remarketing Fee. The Adjustable/Fixed Rate Remarketing Fee for each Series of Bonds shall be deemed due and payable by the Corporation following each Transfer Date with respect to be Adjustable Rate Bonds and Fixed Rate Bonds of such Series of Bonds, as the case may be, within ten days of the receipt by the Corporation of a reference to distributions on such Treasury Portfoliostatement from the Remarketing Agent of the then due Adjustable/Fixed Rate Remarketing Fee.