Common use of Remarketing Clause in Contracts

Remarketing. Unless otherwise instructed by the Borrower, the Remarketing Agent shall offer for sale and use its best efforts to find purchasers for all Standby Bonds which are subject to mandatory tender for purchase or for which notice of tender has been received. The terms of any sale by the Remarketing Agent shall provide for the payment of the purchase price for tendered Standby Bonds by the Remarketing Agent to the Tender Agent in immediately available funds at or before 12:30 P.M., New York City time, on the purchase date. Not later than the deadline for payment of the proceeds of remarketing by the Remarketing Agent pursuant to subsection (c) of Section 425, the Borrower shall cause to be paid to the Tender Agent an amount equal to accrued and unpaid interest on remarketed Standby Bonds to the purchase date. In the event Standby Bonds are held by a Standby Purchaser and are tendered for purchase pursuant to a mandatory tender hereunder or under the applicable Standby Agreement, then, to the extent provided in the applicable Standby Agreement and on the terms and conditions set forth therein, at the direction of the Borrower, the Tender Agent shall offer such Standby Bonds for sale to Standby Purchasers. In the event that on the date of any such tender by a Standby Purchaser the Standby Purchasers are not obligated to purchase Standby Bonds, whether because the conditions to such purchase set forth in the applicable Standby Agreement have not been satisfied, or otherwise, and in the event such Standby Bonds are not remarketed to another purchaser, then the Borrower shall remain obligated pursuant to subsection (c) of Section 425 to deliver to the Tender Agent the amount of any deficiency in the amount received by the Tender Agent for the purchase of such tendered Standby Bonds.

Remarketing. Unless otherwise instructed The SPURS Interest Rate shall be established by the BorrowerSPURS Agent in accordance with the following procedures: (i) The SPURS Interest Rate. Subject to the SPURS Agent's election to remarket the Notes as provided in subsection (a) above, the Remarketing Agent SPURS Interest Rate shall offer for sale and use its best efforts to find purchasers for all Standby Bonds which are subject to mandatory tender for purchase or for which notice of tender has been received. The terms of any sale be determined by the Remarketing SPURS Agent shall provide for the payment of the purchase price for tendered Standby Bonds by the Remarketing Agent to the Tender Agent in immediately available funds at or before 12:30 P.M.3:30 p.m., New York City time, on the purchase date. Not later than third Business Day preceding the deadline for payment SPURS Remarketing Date (the "Determination Date") to the nearest one hundred-thousandth (0.00001) of one percent per annum, and shall be equal to the Base Rate established by the SPURS Agent, after consultation with the Company, at or prior to the commencement of the proceeds SPURS Mode (the "Base Rate"), plus the Applicable Spread (as defined below), which will be based on the Dollar Price (as defined below) of remarketing the Notes. The "Applicable Spread" will be the lowest bid indication, expressed as a spread (in the form of a percentage or in basis points) above the Base Rate, obtained by the SPURS Agent on the Determination Date from the bids quoted by up to five Reference Corporate Dealers (as defined below) for the full aggregate principal amount of the Notes at the Dollar Price, but assuming (i) an issue date equal to the SPURS Remarketing Agent pursuant Date, with settlement on such date without accrued interest, (ii) a maturity date equal to the next succeeding Interest Adjustment Date of the Notes and (iii) a stated annual interest rate, payable semiannually on each Interest Payment Date, equal to the Base Rate plus the spread bid by the applicable Reference Corporate Dealer. If fewer than five Reference Corporate Dealers bid as set forth in this subsection (cb)(i) of Section 425303, then the Borrower Applicable Spread shall cause to be paid to the Tender Agent an amount equal to accrued and unpaid interest on remarketed Standby Bonds to the purchase date. In the event Standby Bonds are held by a Standby Purchaser and are tendered for purchase pursuant to a mandatory tender hereunder or under the applicable Standby Agreement, then, to the extent provided in the applicable Standby Agreement and on the terms and conditions set forth therein, at the direction lowest of the Borrower, the Tender Agent shall offer such Standby Bonds for sale to Standby Purchasers. In the event that on the date of any such tender by a Standby Purchaser the Standby Purchasers are not obligated to purchase Standby Bonds, whether because the conditions to such purchase bid indications obtained as set forth in the applicable Standby Agreement have not been satisfied, or otherwise, and in the event such Standby Bonds are not remarketed to another purchaser, then the Borrower shall remain obligated pursuant to this subsection (cb)(i) of Section 425 to deliver to the Tender Agent the amount of any deficiency in the amount received 303. The SPURS Interest Rate announced by the Tender Agent for SPURS Agent, absent manifest error, shall be binding and conclusive upon the purchase Beneficial Owners and Holders of such tendered Standby Bondsthe Notes, the Company and the Trustee.

Remarketing. (a) Unless otherwise instructed by the Borrowera Special Event Redemption has occurred, the Company shall engage, no later than 30 days prior to the Remarketing Agent Date, a nationally recognized investment bank (the "REMARKETING Agent") pursuant to a Remarketing Agreement to be entered into between the Company and the Remarketing Agent, but providing for remarketing procedures substantially as set forth below, to sell the Notes of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in paragraph (b) below, and Holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 2.20 below and in Section 4.5(d) of the Pledge Agreement. (b) The Pledged Notes comprising part of Normal Units and the Separate Notes of Holders of Separate Notes that have elected to participate in the Remarketing shall offer for sale and use its best efforts to find purchasers for all Standby Bonds which are subject to mandatory tender for purchase or for which notice of tender has been received. The terms of any sale be remarketed by the Remarketing Agent shall provide for the payment of the purchase price for tendered Standby Bonds by on the Remarketing Date, and, if necessary, on each Subsequent Remarketing Date. A Holder of Normal Units may elect not to participate in a Remarketing and retain the Notes underlying such Normal Units by notifying the Purchase Contract Agent of such election and delivering the Purchase Price to the Tender Collateral Agent in immediately available funds at or before 12:30 P.M.prior to 5:00 p.m., New York City time, on the purchase date. Not later than thirteenth Business Day immediately preceding the deadline for payment of the proceeds of remarketing by the Remarketing Agent pursuant to subsection (c) of Section 425Stock Purchase Date, the Borrower shall cause to which such amount will be paid to the Tender Company on the Stock Purchase Date in settlement of such Holder's obligations under the Purchase Contracts. A Holder of Normal Units that has not settled the related Purchase Contract through a Cash Settlement or an Early Settlement pursuant to Sections 5.4(a) and 5.9 of the Purchase Contract Agreement or by electing not to participate in the Remarketing pursuant to this paragraph (b) and Section 5.4(b)(iv) of the Purchase Contract Agreement shall be deemed to have elected to participate in the Remarketing. (c) No later than 10:00 a.m. (New York City time) on the seventh Business Day preceding the Remarketing Date, the Company, or the Purchase Contract Agent, at the Company's request, shall deliver the Remarketing Notice to Holders of Normal Units and Holders of Separate Notes, of the Remarketing to take place on the Remarketing Date, and, if necessary, on each Subsequent Remarketing Date. The Remarketing Notice will include the amount of cash that must be delivered by Holders of Normal Units that elect not to participate in the remarketing and the deadline for such delivery, as well as information with respect to the exercise of the Put Right. If such Normal Units or Separate Notes are held in global form, the Company, or the Purchase Contract Agent, at the Company's request, will cause the Clearing Agency to notify the Clearing Agency Participants of the Remarketing by no later than the seventh Business Day preceding the Remarketing Date. (d) The Purchase Contract Agent an shall notify, by 10:00 a.m., New York City time, on the eleventh Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent and the Collateral Agent of the aggregate principal amount of Notes of Normal Units Holders to be remarketed. On the the eleventh Business Day immediately preceding the Stock Purchase Date, no later than by 10:00 a.m. New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate principal amount of Separate Notes to be remarketed. No later than 10:00 a.m., New York City time, on the tenth Business Day immediately preceding the Stock Purchase Date, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for Remarketing to the Remarketing Agent all Notes to be remarketed. (e) The right of each Holder of Notes to have its Notes tendered for purchase will be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) the Notes included in the Remarketing have not been called for redemption upon the occurrence of a Special Event; (iii) the Remarketing Agent is able to find a purchaser or purchasers for the remarketed Notes at a Reset Rate such that the aggregate value of such remarketed Notes is equal to accrued 100.25% of the Remarketing Value and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent. (f) Upon receipt of the notice provided above in paragraph (d) from the Purchase Contract Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, and, if necessary, on each Subsequent Remarketing Date, use its reasonable best efforts to (i) establish a rate of interest that, in the opinion of the Remarketing Agent, will, when applied to the outstanding Notes, enable the then current aggregate market value of the Notes to have a value equal to 100.25% of the Remarketing Value as of the Remarketing Date or as of any Subsequent Remarketing Date, as the case may be (the "RESET RATE") and (ii) sell such Notes on such date at a price equal to 100.25% of the Remarketing Value. (g) If, in spite of using its reasonable best efforts, the Remarketing Agent cannot establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to 100.25% of the Remarketing Value on the Remarketing Date, the Remarketing Agent will attempt to establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to 100.25% of the Remarketing Value on each Subsequent Remarketing Date, if necessary. If, in spite of using its reasonable best efforts, the Remarketing Agent fails to remarket the Notes included in the remarketing at a price equal to 100.25% of the Remarketing Value on or before 4:00 p.m., New York City time, on the third Business Day immediately preceding the Stock Purchase Date, the remarketing will be deemed to have failed (the "LAST FAILED REMARKETING"). (h) On the Remarketing Date and any Subsequent Remarketing Date, the Remarketing Agent shall advise the Company, by telephone, of any successful or unsuccessful Remarketing as soon as practicable after such determination. (i) If a successful Remarketing shall have occurred, the Remarketing Agent will, on or prior to the third Business Day following the date on which the Notes were successfully remarketed, in accordance with the Purchase Contract Agreement and the Remarketing Agreement: (i) deduct and retain for itself the Remarketing Fee; (ii) pay the proceeds from such successful Remarketing related to the Notes of Holders of Normal Units that were remarketed to the Collateral Agent, which, for the benefit of the Company, will thereupon apply such proceeds, in accordance with the Pledge Agreement in direct settlement of the Holders' obligations under the Purchase Contracts; (iii) if any Separate Notes were remarketed, remit to the Custodial Agent for payment to the Holders of such Separate Notes sold in the Remarketing the remaining proceeds from such successful Remarketing attributable to the Separate Notes; and (iv) if there remain any proceeds from such successful Remarketing, after the application of such proceeds as set forth in clauses (i) through (iii) of this sentence, then remit such remaining proceeds to the Purchase Contract Agent for the benefit of the Holders of the Normal Units that were remarketed, all determined on a pro rata basis. (j) If a successful Remarketing occurs, the Remarketing Agent shall, as soon as practicable on the Remarketing Date or on the Subsequent Remarketing Date, as the case may be, in the case of the Company, and by approximately 4:30 p.m. (New York City time) on the Trading Day following the Remarketing Date, or the Subsequent Remarketing Date, as the case may be, advise, by telephone: (i) the Depositary and the Company of the Reset Rate determined in the Remarketing and the aggregate principal amount of Notes sold in the Remarketing; (ii) each purchaser (or the Depository Participant thereof) of the Reset Rate and the aggregate principal amount of remarketed Notes such purchaser is to purchase; and (iii) each purchaser to give instructions to its Depository Participant to pay the purchase price on the date of settlement for such Remarketing in same day funds against delivery of the remarketed Notes purchased through the facilities of DTC. (k) Any distribution to Holders of excess funds and interest described in this Section 2.19 shall be payable at the office of the Purchase Contract Agent in the Borough of Manhattan, New York City, or, if the Units do not remain in book-entry only form, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Register or by wire transfer to the account maintained in the United States designated by written notice given ten Business Days prior to the applicable payment date by such Person. (l) If a failed remarketing occurs, the Remarketing Agent and the Company, as applicable, shall take the following actions: (i) the Remarketing Agent shall notify by telephone the Company and the Depositary that a failed remarketing has occurred; (ii) The Company will cause a notice of failed remarketing to be published by 9:00 a.m., New York City time, on the Business Day following such failed remarketing; and (iii) The Company will release this information by means of Bloomberg and Reuters (or any successor or equivalent newswires) newswires. (m) The Remarketing Agent shall remit, within three Business Days following the Last Failed Remarketing, the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent. The Collateral Agent, for the benefit of the Company, may exercise its rights as a secured party with respect to such Notes, including those actions specified in Section 2.19(n) below; provided that, if upon the Last Failed Remarketing the Collateral Agent exercises such rights for the benefit of the Company with respect to such Notes, any accumulated and unpaid interest on remarketed Standby Bonds such Notes will become payable by the Company to the purchase datePurchase Contract Agent for payment to the Holders of the Normal Units to which such Notes relate. Such payment will be made by the Company on or prior to 2:00 p.m., New York City time, on the Stock Purchase Date in lawful money of the United States by certified or cashier's check or wire transfer in immediately available funds payable to or upon the order of the Purchase Contract Agent. (n) With respect to any Notes which constitute part of Normal Units which are subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and Section 5.4(e) of the Purchase Contract Agreement, may, among other things permit the Company to, (A) retain and cancel such Notes or (B) cause the Notes to be sold, in either case, in full satisfaction of the Holders' obligations under the Purchase Contracts. (o) In the event Standby Bonds are held by of a Standby Purchaser and are tendered for purchase pursuant to a mandatory tender hereunder or under Last Failed Remarketing, the applicable Standby Agreement, then, to the extent provided in the applicable Standby Agreement and interest rate payable on the terms and conditions set forth thereinNotes will not be reset. (p) In accordance with DTC's normal procedures, at the direction of the Borrower, the Tender Agent shall offer such Standby Bonds for sale to Standby Purchasers. In the event that on the date of any settlement of such tender Remarketing, the transactions described above with respect to each Note remarketed in the Remarketing shall be executed through DTC, and the accounts of the respective Depository Participants shall be debited and credited and such remarketed Notes delivered by a Standby Purchaser the Standby Purchasers are book-entry as necessary to effect purchases and sales of such remarketed Notes. DTC shall make payment in accordance with its normal procedures. (q) The Remarketing Agent is not obligated to purchase Standby Bondsany Notes that otherwise would remain unsold in the Remarketing. Neither the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Notes for Remarketing. (r) Under the Remarketing Agreement, whether because the conditions to such purchase Company, in its capacity as issuer of the Notes, shall be liable for, and shall pay, any and all costs and expenses incurred in connection with the Remarketing, other than the Remarketing Fee. (s) The settlement procedures set forth herein, including provisions for payment by purchasers of the remarketed Notes in the applicable Standby Agreement have not been satisfiedRemarketing, shall be subject to modification to the extent required by DTC or otherwiseif the book-entry system is no longer available for the remarketed Notes at the time of the Remarketing, to facilitate the Remarketing of the remarketed Notes in certificated form, and shall provide for the authentication and delivery of Notes in the event such Standby Bonds are not remarketed to another purchaser, then the Borrower shall remain obligated pursuant to subsection (c) of Section 425 to deliver a principal amount equal to the Tender Agent the amount of any deficiency in the amount received by the Tender Agent for the purchase unremarketed portion of such tendered Standby BondsNotes. In addition, the Remarketing Agent may modify the settlement procedures set forth herein in order to facilitate the settlement process.

Remarketing. Unless otherwise instructed (a) The Company shall request, not later than 15 nor more than 30 calendar days prior to the Remarketing Date, that the Depositary notify the Holders of the Debentures and the holders of the Corporate Units of the Remarketing and of the procedures that must be followed if a holder of Corporate Units wishes to make a Cash Settlement; PROVIDED, that in the case of a Remarketing following a Change in Control, the Company shall make such request eight Business Days prior to the Remarketing Date. (b) Under Section 5.4 of the Purchase Contract Agreement, holders of Corporate Units that do not give notice of their intention to make a Cash Settlement of the Purchase Contract component of their Corporate Units prior to such time in the manner specified in such Section, or that give such notice but fail to deliver cash prior to 11:00 a.m., New York City time, on or prior to the fifth Business Day preceding the Purchase Contract Settlement Date, shall be deemed to have consented to the disposition of the Debenture component of their Corporate Units in the Remarketing. Promptly after 11:00 a.m., New York City time, on such fifth Business Day, the Purchase Contract Agent, based on notices from the Purchase Contract Agent as to Purchase Contracts for which Cash Settlement has been elected and cash received, shall notify the Company and the Remarketing Agent of the amount of Debentures to be tendered for purchase in the Remarketing. (c) If any Holder of Debentures does not give a notice of its intention to make a Cash Settlement or gives such notice but fails to deliver cash as described in the foregoing subsection (b), then the Debentures of such Holder shall be deemed tendered for purchase in the Remarketing, notwithstanding any failure by such Holder to deliver or properly deliver such Debentures to the BorrowerRemarketing Agent for purchase. (d) The right of each Holder to have Debentures tendered for purchase will be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) the Remarketing Agent is able to find a purchaser or purchasers for the tendered Debentures, and (iii) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent. (e) On the Remarketing Date, the Remarketing Agent shall offer for sale and will use its best commercially reasonable efforts to find purchasers remarket, at a price equal to 100.50% of their aggregate principal amount, the Debentures tendered or deemed tendered for all Standby Bonds which are subject to mandatory tender for purchase or for which notice purchase. (f) If, as a result of tender has been received. The terms of any sale by the efforts described in the foregoing subsection (e), the Remarketing Agent shall provide for the payment determines that it will be able to remarket all of the Debentures tendered or deemed tendered for purchase at a price for tendered Standby Bonds by the Remarketing Agent of 100.50% of their aggregate principal amount prior to the Tender Agent in immediately available funds at or before 12:30 P.M.4:00 p.m., New York City time, on the purchase date. Not later than Remarketing Date, the deadline for payment Remarketing Agent shall determine the Interest Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent determines, in its sole judgment, to be the lowest rate per annum that will enable it to remarket at that price all of the proceeds Debentures tendered or deemed tendered for Remarketing. (g) If none of remarketing the Holders of the Corporate Units elects to have Debentures remarketed in the Remarketing, the Interest Rate shall be the rate determined by the Remarketing Agent pursuant to subsection Agent, in its sole discretion, as the rate that would have been established had a Remarketing been held on the Remarketing Date. (ch) of Section 425If, by 4:00 p.m., New York City time, on the Remarketing Date, the Borrower shall cause Remarketing Agent is unable to be paid to remarket all of the Tender Agent an amount equal to accrued and unpaid interest on remarketed Standby Bonds to the purchase date. In the event Standby Bonds are held by a Standby Purchaser and are Debentures tendered or deemed tendered for purchase pursuant purchase, a "Failed Remarketing" shall be deemed to a mandatory tender hereunder or under have occurred, and the applicable Standby Agreement, then, to Remarketing Agent shall so advise by telephone the extent provided in the applicable Standby Agreement and on the terms and conditions set forth therein, at the direction of the BorrowerDepositary, the Tender Agent shall offer such Standby Bonds for sale to Standby Purchasers. In the event that on the date of any such tender by a Standby Purchaser the Standby Purchasers are not obligated to purchase Standby Bonds, whether because the conditions to such purchase set forth in the applicable Standby Agreement have not been satisfied, or otherwise, Trustee and in the event such Standby Bonds are not remarketed to another purchaser, then the Borrower shall remain obligated pursuant to subsection (c) of Section 425 to deliver to the Tender Agent the amount of any deficiency in the amount received by the Tender Agent for the purchase of such tendered Standby Bonds.the

Remarketing. Unless otherwise instructed (a) The Company shall request, not later than 15 nor more than 30 calendar days prior to the Remarketing Date, that the Depositary notify the Holders of the Debentures and the holders of the Corporate Units of the Remarketing and of the procedures that must be followed if a holder of Corporate Units wishes to make a Cash Settlement; provided, that in the case of a Remarketing following a Change in Control, the Company shall make such request eight Business Days prior to the Remarketing Date. (b) Under Section 5.4 of the Purchase Contract Agreement, holders of Corporate Units that do not give notice of their intention to make a Cash Settlement of the Purchase Contract component of their Corporate Units prior to such time in the manner specified in such Section, or that give such notice but fail to deliver cash prior to 11:00 a.m., New York City time, on or prior to the fifth Business Day preceding the Purchase Contract Settlement Date, shall be deemed to have consented to the disposition of the Debenture component of their Corporate Units in the Remarketing. Promptly after 11:00 a.m., New York City time, on such fifth Business Day, the Purchase Contract Agent, based on notices from the Purchase Contract Agent as to Purchase Contracts for which Cash Settlement has been elected and cash received, shall notify the Company and the Remarketing Agent of the amount of Debentures to be tendered for purchase in the Remarketing. (c) If any Holder of Debentures does not give a notice of its intention to make a Cash Settlement or gives such notice but fails to deliver cash as described in the foregoing subsection (b), then the Debentures of such Holder shall be deemed tendered for purchase in the Remarketing, notwithstanding any failure by such Holder to deliver or properly deliver such Debentures to the BorrowerRemarketing Agent for purchase. (d) The right of each Holder to have Debentures tendered for purchase will be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) the Remarketing Agent is able to find a purchaser or purchasers for the tendered Debentures, and (iii) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent. (e) On the Remarketing Date, the Remarketing Agent shall offer for sale and will use its best commercially reasonable efforts to find purchasers remarket, at a price equal to 100.50% of their aggregate principal amount, the Debentures tendered or deemed tendered for all Standby Bonds which are subject to mandatory tender for purchase or for which notice purchase. (f) If, as a result of tender has been received. The terms of any sale by the efforts described in the foregoing subsection (e), the Remarketing Agent shall provide for the payment determines that it will be able to remarket all of the Debentures tendered or deemed tendered for purchase at a price for tendered Standby Bonds by the Remarketing Agent of 100.50% of their aggregate principal amount prior to the Tender Agent in immediately available funds at or before 12:30 P.M.4:00 p.m., New York City time, on the purchase date. Not later than Remarketing Date, the deadline for payment Remarketing Agent shall determine the "INTEREST RATE", which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent determines, in its sole judgment, to be the lowest rate per annum that will enable it to remarket at that price all of the proceeds Debentures tendered or deemed tendered for Remarketing. (g) If none of remarketing the Holders of the Corporate Units elects to have Debentures remarketed in the Remarketing, the Interest Rate shall be the rate determined by the Remarketing Agent pursuant to subsection Agent, in its sole discretion, as the rate that would have been established had a Remarketing been held on the Remarketing Date. (ch) of Section 425If, by 4:00 p.m., New York City time, on the Remarketing Date, the Borrower Remarketing Agent is unable to remarket all of the Debentures tendered or deemed tendered for purchase, a "Failed Remarketing" shall cause be deemed to be paid to have occurred, and the Tender Remarketing Agent an amount equal to accrued shall so advise by telephone the Depositary, the Trustee and unpaid interest on remarketed Standby Bonds to the purchase dateCompany. In the event Standby Bonds are held of a Failed Remarketing, the Interest Rate shall equal (i) the Two-Year Benchmark Treasury Rate plus (ii) the Applicable Margin. (i) By approximately 4:30 p.m., New York City time, on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (i) the Depositary, the Trustee and the Company of the Interest Rate determined in the Remarketing and the amount of Debentures sold in the Remarketing, (ii) each purchaser (or the Depositary participant of a Standby Purchaser purchaser) of the Interest Rate and are the amount of Debentures such purchaser is to purchase, and (iii) each purchaser to give instructions to its Depositary participant to pay the purchase price on the Purchase Contract Settlement Date in same day funds against delivery of the Debentures purchased through the facilities of the Depositary. (j) In accordance with the Depositary's normal procedures, on the Purchase Contract Settlement Date, the transactions described above with respect to each Debenture deemed tendered for purchase pursuant to a mandatory tender hereunder or under the applicable Standby Agreement, then, to the extent provided and sold in the applicable Standby Agreement Remarketing shall be executed through the Depositary, and on the terms and conditions set forth therein, at the direction accounts of the Borrower, the Tender respective Depositary participants shall be debited and credited and such Debentures delivered by book-entry as necessary to effect purchases and sales of such Debentures. The Depositary shall make payment in accordance with its normal procedures. (k) The Remarketing Agent shall offer such Standby Bonds for sale to Standby Purchasers. In the event that on the date of any such tender by a Standby Purchaser the Standby Purchasers are is not obligated to purchase Standby Bondsany Debentures that otherwise would remain unsold in the Remarketing. Neither the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Debentures for Remarketing. (l) As provided in Section 4 of the Remarketing Agreement, whether because the conditions Company, in its capacity as issuer of the Debentures, shall be liable for, and shall pay, any and all fees, costs and expenses incurred in connection with the Remarketing. (m) The tender and settlement procedures set in this Section 7.1, including provisions for payment by purchasers of the Debentures in the Remarketing, shall be subject to such purchase modification to the extent required by the Depositary or if the book-entry system is no longer available for the Debentures at the time of the Remarketing, to facilitate the tendering and remarketing of the Debentures in certificated form. In addition, the Remarketing Agent may modify the settlement procedures set forth in this Article in order to facilitate the applicable Standby Agreement have not been satisfied, or otherwise, and in the event such Standby Bonds are not remarketed to another purchaser, then the Borrower shall remain obligated pursuant to subsection (c) of Section 425 to deliver to the Tender Agent the amount of any deficiency in the amount received by the Tender Agent for the purchase of such tendered Standby Bondssettlement process.

Remarketing. (a) Unless otherwise instructed by the Borrowera Special Event Redemption has occurred, the Company shall engage, a nationally recognized investment bank (the "Remarketing Agent Agent") pursuant to a Remarketing Agreement to be entered into between the Company and the Remarketing Agent, but providing for remarketing procedures substantially as set forth below, to sell the Notes of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in paragraph (b) below, and Holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 2.20 below and in Section 4.5(d) of the Pledge Agreement. (b) The Pledged Notes comprising part of Normal Units and the Separate Notes of Holders of Separate Notes that have elected to participate in the Remarketing shall offer for sale and use its best efforts to find purchasers for all Standby Bonds which are subject to mandatory tender for purchase or for which notice of tender has been received. The terms of any sale be remarketed by the Remarketing Agent shall provide for the payment of the purchase price for tendered Standby Bonds by on the Remarketing Date, and, if necessary, on each Subsequent Remarketing Date. A Holder of Normal Units may elect not to participate in a Remarketing and retain the Notes underlying such Normal Units by notifying the Purchase Contract Agent of such election and delivering the Purchase Price to the Tender Collateral Agent in immediately available funds at or before 12:30 P.M.prior to 5:00 p.m., New York City time, on the purchase date. Not later than thirteenth Business Day immediately preceding the deadline for payment of the proceeds of remarketing by the Remarketing Agent pursuant to subsection (c) of Section 425Stock Purchase Date, the Borrower shall cause to which such amount will be paid to the Tender Company on the Stock Purchase Date in settlement of such Holder's obligations under the Purchase Contracts. A Holder of Normal Units that has not settled the related Purchase Contract through a Cash Settlement or an Early Settlement pursuant to Sections 5.4(a) and 5.9 of the Purchase Contract Agreement or by electing not to participate in the Remarketing pursuant to this paragraph (b) and Section 5.4(b)(iv) of the Purchase Contract Agreement shall be deemed to have elected to participate in the Remarketing. (c) No later than 10:00 a.m. (New York City time) on the seventh Business Day preceding the Remarketing Date, the Company, or the Purchase Contract Agent, at the Company's request, shall deliver the Remarketing Notice to Holders of Normal Units and Holders of Separate Notes, of the Remarketing to take place on the Remarketing Date, and, if necessary, on each Subsequent Remarketing Date. The Remarketing Notice will include the amount of cash that must be delivered by Holders of Normal Units that elect not to participate in the remarketing and the deadline for such delivery, as well as information with respect to the exercise of the Put Right. If such Normal Units or Separate Notes are held in global form, the Company, or the Purchase Contract Agent, at the Company's request, will cause the Clearing Agency to notify the Clearing Agency Participants of the Remarketing by no later than the seventh Business Day preceding the Remarketing Date. (d) The Purchase Contract Agent an shall notify, by 10:00 a.m., New York City time, on the eleventh Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent and the Collateral Agent of the aggregate principal amount of Notes of Normal Units Holders to be remarketed. On the eleventh Business Day immediately preceding the Stock Purchase Date, no later than by 10:00 a.m. New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate principal amount of Separate Notes to be remarketed. No later than 10:00 a.m., New York City time, on the tenth Business Day immediately preceding the Stock Purchase Date, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for Remarketing to the Remarketing Agent all Notes to be remarketed. (e) The right of each Holder of Notes to have its Notes tendered for purchase will be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) the Notes included in the Remarketing have not been called for redemption upon the occurrence of a Special Event; (iii) the Remarketing Agent is able to find a purchaser or purchasers for the remarketed Notes at a Reset Rate such that the aggregate value of such remarketed Notes is equal to accrued 100% of the Remarketing Value and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent. (f) Upon receipt of the notice provided above in paragraph (d) from the Purchase Contract Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, and, if necessary, on each Subsequent Remarketing Date, use its reasonable best efforts to (i) establish a rate of interest (the "Reset Rate") or a spread over a floating rate of interest (the “Reset Spread”) that, in the opinion of the Remarketing Agent, will, when applied to the outstanding Notes, enable the then current aggregate market value of the Notes to have a value equal to 100% of the Remarketing Value as of the Remarketing Date or as of any Subsequent Remarketing Date, as the case may be and (ii) sell such Notes on such date at a price equal to 100% of the Remarketing Value. (g) If, in spite of using its reasonable best efforts, the Remarketing Agent cannot establish the Reset Rate or Reset Spread and remarket the Notes included in the remarketing at a price equal to 100% of the Remarketing Value on the Remarketing Date, the Remarketing Agent will attempt to establish the Reset Rate or Reset Spread and remarket the Notes included in the remarketing at a price equal to 100% of the Remarketing Value on each Subsequent Remarketing Date, if necessary. If, in spite of using its reasonable best efforts, the Remarketing Agent fails to remarket the Notes included in the remarketing at a price equal to 100% of the Remarketing Value on or before 4:00 p.m., New York City time, on the third Business Day immediately preceding the Stock Purchase Date, the remarketing will be deemed to have failed (the "Last Failed Remarketing"). (h) On the Remarketing Date and any Subsequent Remarketing Date, the Remarketing Agent shall advise the Company, by telephone, of any successful or unsuccessful Remarketing as soon as practicable after such determination. (i) If a successful Remarketing shall have occurred, the Remarketing Agent will, on or prior to the third Business Day following the date on which the Notes were successfully remarketed, in accordance with the Purchase Contract Agreement and the Remarketing Agreement: (i) pay the proceeds from such successful Remarketing related to the Notes of Holders of Normal Units that were remarketed to the Collateral Agent, which, for the benefit of the Company, will thereupon apply such proceeds, in accordance with the Pledge Agreement in direct settlement of the Holders' obligations under the Purchase Contracts; (ii) if any Separate Notes were remarketed, remit to the Custodial Agent for payment to the Holders of such Separate Notes sold in the Remarketing the remaining proceeds from such successful Remarketing attributable to the Separate Notes; and (iii) if there remain any proceeds from such successful Remarketing, after the application of such proceeds as set forth in clauses (i) through (ii) of this sentence, then remit such remaining proceeds to the Purchase Contract Agent for the benefit of the Holders of the Normal Units that were remarketed, all determined on a pro rata basis. (j) If a successful Remarketing occurs, the Remarketing Agent shall, as soon as practicable on the Remarketing Date or on the Subsequent Remarketing Date, as the case may be, in the case of the Company, and by approximately 4:30 p.m. (New York City time) on the Trading Day following the Remarketing Date, or the Subsequent Remarketing Date, as the case may be, advise, by telephone: (i) the Depositary and the Company of the Reset Rate or Reset Spread (and applicable Base Rate) determined in the Remarketing and the aggregate principal amount of Notes sold in the Remarketing; (ii) each purchaser (or the Depository Participant thereof) of the Reset Rate or Reset Spread (and applicable Base Rate) and the aggregate principal amount of remarketed Notes such purchaser is to purchase; and (iii) each purchaser to give instructions to its Depository Participant to pay the purchase price on the date of settlement for such Remarketing in same day funds against delivery of the remarketed Notes purchased through the facilities of DTC. (k) Any distribution to Holders of excess funds and interest described in this Section 2.19 shall be payable at the office of the Purchase Contract Agent in the Borough of Manhattan, New York City, or, if the Units do not remain in book-entry only form, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Register or by wire transfer to the account maintained in the United States designated by written notice given ten Business Days prior to the applicable payment date by such Person. (l) If a failed remarketing occurs, the Remarketing Agent and the Company, as applicable, shall take the following actions: (i) the Remarketing Agent shall notify by telephone the Company and the Depositary that a failed remarketing has occurred; (ii) The Company will cause a notice of failed remarketing to be published by 9:00 a.m., New York City time, on the Business Day following such failed remarketing; and (iii) The Company will release this information by means of Bloomberg and Reuters (or any successor or equivalent newswires) newswires. (m) The Remarketing Agent shall remit, within three Business Days following the Last Failed Remarketing, the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent. The Collateral Agent, for the benefit of the Company, may exercise its rights as a secured party with respect to such Notes, including those actions specified in Section 2.19(n) below; provided that, if upon the Last Failed Remarketing the Collateral Agent exercises such rights for the benefit of the Company with respect to such Notes, any accumulated and unpaid interest on remarketed Standby Bonds such Notes will become payable by the Company to the purchase datePurchase Contract Agent for payment to the Holders of the Normal Units to which such Notes relate. Such payment will be made by the Company on or prior to 2:00 p.m., New York City time, on the Stock Purchase Date in lawful money of the United States by certified or cashier's check or wire transfer in immediately available funds payable to or upon the order of the Purchase Contract Agent. (n) With respect to any Notes which constitute part of Normal Units which are subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and Section 5.4(e) of the Purchase Contract Agreement, may, among other things permit the Company to, (A) retain and cancel such Notes or (B) cause the Notes to be sold, in either case, in full satisfaction of the Holders' obligations under the Purchase Contracts. (o) In the event Standby Bonds are held by of a Standby Purchaser and are tendered for purchase pursuant to a mandatory tender hereunder or under Last Failed Remarketing, the applicable Standby Agreement, then, to the extent provided in the applicable Standby Agreement and interest rate payable on the terms and conditions set forth thereinNotes will not be reset. (p) In accordance with DTC's normal procedures, at the direction of the Borrower, the Tender Agent shall offer such Standby Bonds for sale to Standby Purchasers. In the event that on the date of any settlement of such tender Remarketing, the transactions described above with respect to each Note remarketed in the Remarketing shall be executed through DTC, and the accounts of the respective Depository Participants shall be debited and credited and such remarketed Notes delivered by a Standby Purchaser the Standby Purchasers are book-entry as necessary to effect purchases and sales of such remarketed Notes. DTC shall make payment in accordance with its normal procedures. (q) The Remarketing Agent is not obligated to purchase Standby Bondsany Notes that otherwise would remain unsold in the Remarketing. Neither the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Notes for Remarketing. (r) Under the Remarketing Agreement, whether because the conditions to such purchase Company, in its capacity as issuer of the Notes, shall be liable for, and shall pay, any and all costs and expenses incurred in connection with the Remarketing, including the Remarketing Fee. (s) The settlement procedures set forth herein, including provisions for payment by purchasers of the remarketed Notes in the applicable Standby Agreement have not been satisfiedRemarketing, shall be subject to modification to the extent required by DTC or otherwiseif the book-entry system is no longer available for the remarketed Notes at the time of the Remarketing, to facilitate the Remarketing of the remarketed Notes in certificated form, and shall provide for the authentication and delivery of Notes in the event such Standby Bonds are not remarketed to another purchaser, then the Borrower shall remain obligated pursuant to subsection (c) of Section 425 to deliver a principal amount equal to the Tender Agent the amount of any deficiency in the amount received by the Tender Agent for the purchase unremarketed portion of such tendered Standby BondsNotes. In addition, the Remarketing Agent may modify the settlement procedures set forth herein in order to facilitate the settlement process.

Remarketing. Unless otherwise instructed Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth or incorporated by reference herein and in the BorrowerRemarketing Agreement, the Remarketing Agent shall offer for sale and agrees to use its best reasonable efforts to find purchasers for all Standby Bonds which are subject remarket, in the manner set forth in Section 2(b) of the Remarketing Agreement, the aggregate liquidation amount or aggregate principal amount, as the case may be, of Securities set forth in Schedule I hereto at a purchase price not less than 100% of the [Minimum Initial Remarketing Price] [aggregate liquidation amount of the Preferred Securities or the principal amount of the Notes plus deferred and unpaid distributions or interest, if any, on the Securities]. In connection therewith, the registered holder or holders thereof agree, in the manner specified in Section 5 hereof, to mandatory tender pay to the Remarketing Agent a Remarketing Fee equal to an amount not exceeding 25 basis points (0.25%) of [the Minimum Initial Remarketing Price] [such aggregate liquidation amount or aggregate principal amount of the Securities plus deferred and unpaid distributions or interest, if any, thereon, as the case may be,] payable by deduction from any amount received in connection from such [Initial] [Secondary] Remarketing in excess of the [Minimum Initial Remarketing Price] [aggregate liquidation amount or aggregate principal amount of the Securities plus deferred and unpaid distributions or interest, if any, thereon, as the case may be]. The right of each holder of Securities to have Securities tendered for purchase shall be limited to the extent set forth in the last sentence of Section 2(b) of the Remarketing Agreement (which is incorporated by reference herein). As more fully provided in Section 2 (c) of the Remarketing Agreement (which is incorporated by reference herein), the Remarketing Agent is not obligated to purchase any Securities in the remarketing or for which notice of tender has been received. The terms of any sale by otherwise, and neither the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Securities for the payment of the purchase price for tendered Standby Bonds by the Remarketing Agent to the Tender Agent in immediately available funds at or before 12:30 P.M., New York City time, on the purchase date. Not later than the deadline for payment of the proceeds of remarketing by the Remarketing Agent pursuant to subsection (c) of Section 425, the Borrower shall cause to be paid to the Tender Agent an amount equal to accrued and unpaid interest on remarketed Standby Bonds to the purchase date. In the event Standby Bonds are held by a Standby Purchaser and are tendered for purchase pursuant to a mandatory tender hereunder or under the applicable Standby Agreement, then, to the extent provided in the applicable Standby Agreement and on the terms and conditions set forth therein, at the direction of the Borrower, the Tender Agent shall offer such Standby Bonds for sale to Standby Purchasers. In the event that on the date of any such tender by a Standby Purchaser the Standby Purchasers are not obligated to purchase Standby Bonds, whether because the conditions to such purchase set forth in the applicable Standby Agreement have not been satisfied, or otherwise, and in the event such Standby Bonds are not remarketed to another purchaser, then the Borrower shall remain obligated pursuant to subsection (c) of Section 425 to deliver to the Tender Agent the amount of any deficiency in the amount received by the Tender Agent for the purchase of such tendered Standby Bondsremarketing.

Remarketing. Unless otherwise instructed The Collateral Agent shall, by the Borrower, the Remarketing Agent shall offer for sale and use its best efforts to find purchasers for all Standby Bonds which are subject to mandatory tender for purchase or for which notice of tender has been received. The terms of any sale by the Remarketing Agent shall provide for the payment of the purchase price for tendered Standby Bonds by the Remarketing Agent to the Tender Agent in immediately available funds at or before 12:30 P.M.10:00 a.m., New York City time, on the purchase date. Not later than fourth Business Day immediately preceding any proposed Reset Date, without any instruction from any Holder of Income PRIDES, present the deadline for payment of the proceeds of remarketing by related Pledged Debt Securities to the Remarketing Agent for remarketing pursuant to subsection (c) of Section 425the Remarketing Agreement. Upon receiving such Pledged Debt Securities, the Borrower shall cause to be paid Remarketing Agent will remarket such Debt Securities pursuant to the Tender terms of the Remarketing Agreement. If such remarketing is successful, after deducting the Remarketing Fee from any amount of Proceeds therefrom in excess of the Remarketing Treasury Portfolio Purchase Price, the Remarketing Agent 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 Date. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to accrued the Remarketing Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Remarketing Treasury Portfolio and unpaid interest on remarketed Standby Bonds to remit the purchase date. In the event Standby Bonds are held by a Standby Purchaser and are tendered for purchase pursuant to a mandatory tender hereunder or under the applicable Standby Agreementremaining portion of such Proceeds, thenif any, to the extent Purchase Contract Agent for payment to the Holders of Income PRIDES. The Collateral Agent shall Transfer the Remarketing Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Income PRIDES to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Income PRIDES, in substitution for the Pledged Debt Securities. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Remarketing Treasury Portfolio as it had in respect of the Pledged Debt Securities as provided in Articles II, III, IV, V and VI hereof, and any reference herein to the applicable Standby Agreement Pledged Debt Securities shall be deemed to be a reference to such Remarketing Treasury Portfolio, and any reference herein to interest on the terms and conditions set forth therein, at the direction of the Borrower, the Tender Agent Debt Securities shall offer be deemed to be a reference to distributions on such Standby Bonds for sale to Standby Purchasers. In the event that on the date of any such tender by a Standby Purchaser the Standby Purchasers are not obligated to purchase Standby Bonds, whether because the conditions to such purchase set forth in the applicable Standby Agreement have not been satisfied, or otherwise, and in the event such Standby Bonds are not remarketed to another purchaser, then the Borrower shall remain obligated pursuant to subsection (c) of Section 425 to deliver to the Tender Agent the amount of any deficiency in the amount received by the Tender Agent for the purchase of such tendered Standby BondsRemarketing Treasury Portfolio.

Remarketing. Unless otherwise instructed by (i) The Company or the BorrowerPurchase Contract Agent, at the Remarketing Agent shall offer for sale and use its best efforts to find purchasers for all Standby Bonds which are subject to mandatory tender for purchase or for which notice of tender has been received. The terms of any sale by the Remarketing Agent Company’s request, shall provide for a notice (the payment of the purchase price for tendered Standby Bonds by the “Remarketing Agent to the Tender Agent in immediately available funds at or before 12:30 P.M.Notice”), not later than 10:00 a.m., New York City time, on October 5, 2010, to Holders of Units and holders of Separate Senior Notes of the purchase Remarketing to take place by providing a written notice to such Holders of Units and holders of Separate Senior Notes and by issuing a press release and causing such Remarketing Notice to be published not later than 10:00 a.m. New York City time on such day. The press release to be issued under this subsection shall be published by making a timely release to an appropriate news agency such as Bloomberg Business News or the Dow ▇▇▇▇▇ News Service. Such Remarketing Notice shall specify the First Remarketing Date, the dates of the Remarketing Period, procedures to be followed in the Remarketing and specify the Cash Settlement amount payable in accordance with Section 5.02 if Holders elect not to participate in the Remarketing. Unless a Special Event Redemption or a Termination Event has occurred prior to the First Remarketing Date, in order to dispose of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes of any Holders of Corporate Units who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement as provided in Section 5.02(a)(i) above, or who have so notified the Purchase Contract Agent but failed to make such payment as required by Section 5.02(a)(ii) above, the Company shall engage the Remarketing Agents pursuant to the Remarketing Agreement to sell such Senior Notes. The Purchase Contract Agent, based on the notices specified pursuant to Section 5.02(a)(iv), shall notify the Remarketing Agents, promptly after 5:00 p.m. (New York City time) on the first Business Day immediately preceding the First Remarketing Date, of the aggregate principal amount of Senior Notes attributable to the Pledged Applicable Ownership Interests in Senior Notes that are to be remarketed. Concurrently, the Custodial Agent, based on the notices specified in clause (ii) below of this Section 5.02(b), will present for Remarketing the Separate Senior Notes to the Remarketing Agents. (ii) Prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the First Remarketing Date, but no earlier than the Payment Date immediately preceding such date, holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed in all Remarketings under the Remarketing Agreement by delivering their Separate Senior Notes, along with a notice of such election, substantially in the form of Exhibit L attached hereto, to the Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in all Remarketings. The Custodial Agent shall hold the Separate Senior Notes in an account separate from the Collateral Account in which the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes shall be held. Holders of Separate Senior Notes electing to have their Separate Senior Notes remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, substantially in the form of Exhibit M hereto, on or prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the First Remarketing Date, and following such notice the Custodial Agent shall return such Separate Senior Notes to such holder. (iii) Upon receipt of notice from the Purchase Contract Agent as set forth in Section 5.02(b)(i) above and receipt of the Separate Senior Notes (if any) from the Custodial Agent, the Remarketing Agents shall, on the First Remarketing Date, use reasonable efforts to remarket such Senior Notes and such Separate Senior Notes at a price (the “Remarketing Price”) equal to at least 100% of the aggregate principal amount of such Senior Notes and such Separate Senior Notes being remarketed, as provided in the Remarketing Agreement, for settlement on the Purchase Contract Settlement Date. If, in spite of using their reasonable efforts, the Remarketing Agents cannot remarket such Senior Notes and such Separate Senior Notes at the Remarketing Price (other than to the Company) for any reason, or the remarketing has not occurred because a condition precedent to the remarketing has not been fulfilled (in each case, a “Failed Remarketing”) on the First Remarketing Date, the Remarketing Agents shall, on each successive Business Day to and including the earlier of (i) the Final Remarketing Date and (ii) the day on which a Successful Remarketing (as defined in Section 5.02(b)(iv)) is consummated, use their reasonable efforts to remarket such Senior Notes and such Separate Senior Notes at the Remarketing Price for settlement on the Purchase Contract Settlement Date. (iv) If the Remarketing Agents are able to remarket such Senior Notes and such Separate Senior Notes (if any) in any Remarketing (to parties other than the Company) in accordance with the Remarketing Agreement (a “Successful Remarketing”), the Collateral Agent shall: (A) on the Purchase Contract Settlement Date, instruct the Securities Intermediary to Transfer the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes to the Remarketing Agents upon confirmation of deposit by the Remarketing Agents of the Proceeds of such Remarketing attributable to such Senior Notes in the Collateral Account; and (B) on the Purchase Contract Settlement Date, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of such Proceeds equal to the aggregate principal amount of such Senior Notes to the Company to satisfy in full the Obligations of Holders of Corporate Units to pay the Purchase Price for the shares of Common Stock under the related Purchase Contracts, and to remit the balance of such Proceeds, if any, to the Purchase Contract Agent for distribution to Holders. On the Purchase Contract Settlement Date, the Company shall pay the Remarketing Fee to the Remarketing Agents in accordance with the Remarketing Agreement. With respect to the remarketed Separate Senior Notes, upon a Successful Remarketing, any proceeds of the Successful Remarketing attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment on the Purchase Contract Settlement Date to the holders of Separate Senior Notes who submitted such Separate Senior Notes for remarketing pursuant hereto. (v) Following a Failed Remarketing on the Final Remarketing Date (a “Failed Final Remarketing”), as of the Purchase Contract Settlement Date, each Holder of any Pledged Applicable Ownership Interests in Senior Notes, unless such Holder has delivered the Purchase Price to the Securities Intermediary for deposit in the Collateral Account prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers check or wire transfer in immediately available funds payable to or upon the order of the Securities Intermediary, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes underlying such Pledged Applicable Ownership Interests in Senior Notes and to have elected to have the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the related Purchase Contracts in full satisfaction of such Holders’ obligations under such Purchase Contracts. Following such set-off, each such Holder’s obligations to pay the Purchase Price for the shares of Common Stock will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Senior Notes underlying such Pledged Applicable Interests in Senior Notes from the Collateral Account and shall promptly transfer such Senior Notes to the Company. (vi) Not later than October 5, 2010, the deadline for payment Company shall request the Depositary or its nominee to notify the Beneficial Owners or Depositary Participants holding Units and Separate Senior Notes of the proceeds procedures to be followed in each Remarketing including, in the case of remarketing a Failed Final Remarketing, the procedures that must be followed by a holder of Separate Senior Notes if such Holder wishes to exercise its Put Right or by a Holder if such Holder elects not to exercise its Put Right. (vii) The Company agrees to use its commercially reasonable efforts to ensure that, if required by applicable law, (x) a registration statement, including a prospectus, under the Securities Act with regard to the full amount of the Senior Notes to be remarketed in each Remarketing in each case in a form that may be used by the Remarketing Agent pursuant Agents in connection with such Remarketing shall be effective with the Securities and Exchange Commission and (y) to subsection make available copies of such prospectus. (cviii) The Company shall issue a press release and cause a notice of Section 425, the Borrower shall cause any Failed Final Remarketing to be paid published (with a copy of such notice to be provided to the Tender Agent an amount equal to accrued and unpaid interest on remarketed Standby Bonds to the purchase date. In the event Standby Bonds are held by a Standby Purchaser and are tendered for purchase pursuant to a mandatory tender hereunder or under the applicable Standby Agreement, then, to the extent provided in the applicable Standby Agreement and Purchase Contract Agent) before 9:00 a.m. New York City time on the terms and conditions set forth therein, at Business Day immediately following such Failed Final Remarketing. The press release to be issued under this subsection shall be published by making a timely release to an appropriate news agency such as Bloomberg Business News or the direction of the Borrower, the Tender Agent shall offer such Standby Bonds for sale to Standby Purchasers. In the event that on the date of any such tender by a Standby Purchaser the Standby Purchasers are not obligated to purchase Standby Bonds, whether because the conditions to such purchase set forth in the applicable Standby Agreement have not been satisfied, or otherwise, and in the event such Standby Bonds are not remarketed to another purchaser, then the Borrower shall remain obligated pursuant to subsection (c) of Section 425 to deliver to the Tender Agent the amount of any deficiency in the amount received by the Tender Agent for the purchase of such tendered Standby BondsDow ▇▇▇▇▇ News Service.