Common use of Mandatory Tender Clause in Contracts

Mandatory Tender. Provided that the MAPS Agent gives notice to the Company and the Trustee on a Business Day not later than ten (10) days prior to the MAPS Remarketing Date of its intention to purchase the Notes for remarketing (the "Notification Date"), each Note shall be automatically tendered, or deemed tendered, to the MAPS Agent for remarketing on the MAPS Remarketing Date, except in the circumstances set forth in Section 304. The purchase price for the tendered Notes to be paid by the MAPS Agent shall equal 100% of the principal amount thereof. When the Notes are tendered for remarketing, the MAPS Agent may remarket the Notes for its own account at varying prices to be determined by the MAPS Agent at the time of each sale. From, and including, the MAPS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes shall bear interest at the MAPS Interest Rate. If the MAPS Agent elects to remarket the Notes, the obligation of the MAPS Agent to purchase the Notes on the MAPS Remarketing Date is subject to, among other things, the conditions specified in the applicable MAPS Remarketing Agreement. If the MAPS Agent for any reason does not purchase all tendered Notes on the MAPS Remarketing Date or if the MAPS Agent gives notice of its intention to remarket the Notes but for any reason does not purchase all tendered Notes on the MAPS Remarketing Date, then as of such date the Notes will cease to be in the MAPS Mode, the MAPS Remarketing Date will constitute an Interest Rate Adjustment Date, and the Notes may be subject to remarketing on such date by a Remarketing Agent appointed by the Company in the Commercial Paper Mode or the Long Term Rate Mode or a new MAPS Mode established by the Company in accordance with the procedures set forth in Section 205 hereof, provided that, in such case, the notice period required for conversion shall be the lesser of ten (10) days and the period commencing the date that the MAPS Agent notifies the Company that it will not purchase the Notes for remarketing on the MAPS Remarketing Date or fails to so purchase, as the case may be.

Mandatory Tender. Provided that If the MAPS Agent Remarketing Dealer gives notice to the ---------------- Company and the Trustee on a no earlier than the tenth Business Day not and no later than ten (10) days 4:00 p.m., New York City time, on the fifth Business Day prior to the MAPS Remarketing Date applicable to a series of ROARS, of its intention to purchase the Notes such series of ROARS for remarketing (the "Notification Date"), each Note of the ROARS in such series shall be automatically tendered, or deemed tendered, to the MAPS Agent Remarketing Dealer for remarketing purchase on the MAPS such Remarketing Date, except in the certain circumstances set forth described in Section 304205. The purchase price for the tendered Notes to applicable ROARS Purchase Price shall be paid by the MAPS Agent Remarketing Dealer and the Company shall equal 100% pay accrued interest, if any, on such series of ROARS to such the principal amount thereofRemarketing Date. When the Notes are If a series of ROARS is tendered for remarketing, the MAPS Agent may remarket Remarketing Dealer shall sell the Notes total aggregate principal amount of such series of ROARS on the applicable Remarketing Date for its own account at varying prices the applicable Dollar Price to be determined by the MAPS Agent at Reference Corporate Dealer providing the time of each salelowest Bid. From, and includingIf two or more Reference Corporate Dealers provide the lowest Bid, the MAPS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes Dealer shall bear interest at the MAPS Interest Ratesell such series of ROARS to such of those Reference Corporate Dealers as it determines in its sole discretion. If the MAPS Agent Remarketing Dealer elects to remarket the Notesa series of ROARS, the obligation of the MAPS Agent Remarketing Dealer to purchase the Notes such series of ROARS on the MAPS applicable Remarketing Date is subject to, among other things, to the conditions specified set forth in the applicable MAPS Remarketing Agreement. If the MAPS Agent for any reason the Remarketing Dealer does not purchase all tendered Notes of such series of ROARS on the MAPS Remarketing Date or if the MAPS Agent gives notice of its intention to remarket the Notes but for any reason does not purchase all tendered Notes on the MAPS applicable Remarketing Date, then as the Company shall be required to redeem such series of such date ROARS at a price equal to the Notes will cease to be in the MAPS Modeprincipal amount thereof plus all accrued and unpaid interest, the MAPS Remarketing Date will constitute an Interest Rate Adjustment Dateif any, and the Notes may be subject to remarketing on such date by a series of ROARS to such Remarketing Agent appointed by the Company in the Commercial Paper Mode or the Long Term Rate Mode or a new MAPS Mode established by the Company in accordance with the procedures set forth in Section 205 hereof, provided that, in such case, the notice period required for conversion shall be the lesser of ten (10) days and the period commencing the date that the MAPS Agent notifies the Company that it will not purchase the Notes for remarketing on the MAPS Remarketing Date or fails to so purchase, as the case may beDate.

Mandatory Tender. Provided that the MAPS SPURS Agent gives notice to the Company and the Trustee on a Business Day not later than ten (10) days prior to the MAPS SPURS Remarketing Date of its intention to purchase the Notes for remarketing (the "Notification Date"), each Note shall be automatically tendered, or deemed tendered, to the MAPS SPURS Agent for remarketing on the MAPS SPURS Remarketing Date, except in the circumstances set forth in Section 304. The purchase price for the tendered Notes to be paid by the MAPS SPURS Agent shall equal 100% of the principal amount thereof. When the Notes are tendered for remarketing, the MAPS SPURS Agent may remarket the Notes for its own account at varying prices to be determined by the MAPS SPURS Agent at the time of each sale. From, and including, the MAPS SPURS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes shall bear interest at the MAPS SPURS Interest Rate. If the MAPS SPURS Agent elects to remarket the Notes, the obligation of the MAPS SPURS Agent to purchase the Notes on the MAPS SPURS Remarketing Date is subject to, among other things, the conditions specified in the applicable MAPS SPURS Remarketing Agreement. If the MAPS SPURS Agent for any reason does not purchase all tendered Notes on the MAPS SPURS Remarketing Date or if the MAPS SPURS Agent gives notice of its intention to remarket the Notes but for any reason does not purchase all tendered Notes on the MAPS SPURS Remarketing Date, then as of such date the Notes will cease to be in the MAPS SPURS Mode, the MAPS SPURS Remarketing Date will constitute an Interest Rate Adjustment Date, and the Notes may be subject to remarketing on such date by a Remarketing Agent appointed by the Company in the Commercial Paper Mode or the Long Term Rate Mode or a new MAPS SPURS Mode established by the Company in accordance with the procedures set forth in Section 205 hereof, provided that, in such case, the notice period required for conversion shall 27 29 be the lesser of ten (10) days and the period commencing the date that the MAPS SPURS Agent notifies the Company that it will not purchase the Notes for remarketing on the MAPS SPURS Remarketing Date or fails to so purchase, as the case may be.

Mandatory Tender. Provided (a) If at any time the Issuer at the direction of the Borrower shall convert the interest rate on the Bonds to a different Interest Rate Mode, on the Interest Period Reset Date upon which such conversion is effective, all Bonds and Beneficial Ownership Interests shall be subject to mandatory tender by the Holders or Beneficial Owners thereof for purchase on the Interest Period Reset Date (a "Bond Purchase Date") at the applicable purchase price provided for above. Notwithstanding such mandatory tender, any Holder or Beneficial Owner may elect to retain his or her Bonds or Beneficial Ownership Interests by delivering to the Registrar a written notice no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the eighth Business Day prior to such Interest Period Reset Date or by 11:00 a.m. according to the local time at the principal corporate trust office of the Registrar on the fifth Business Day prior to such Interest Period Reset Date if the Interest Rate Mode is to be converted to the One Month Interest Rate, which notice shall state that (a) such Holder or Beneficial Owner realizes that the MAPS Agent gives notice Bonds or Beneficial Ownership Interests are being converted to the Company and the Trustee on a Business Day not later than ten (10) days prior to the MAPS Remarketing Date of its intention to purchase the Notes for remarketing (the "Notification Date"), each Note shall be automatically tendered, or deemed tendered, to the MAPS Agent for remarketing on the MAPS Remarketing Date, except in the circumstances set forth in Section 304. The purchase price for the tendered Notes to be paid by the MAPS Agent shall equal 100% of the principal amount thereof. When the Notes are tendered for remarketing, the MAPS Agent may remarket the Notes for its own account at varying prices to be determined by the MAPS Agent at the time of each sale. From, and including, the MAPS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes shall bear interest at the MAPS applicable Interest Rate Mode, (b) unless the interest rate on the Bonds is being converted to the Weekly Interest Rate. If , such Holder or Beneficial Owner realizes that the MAPS Agent elects to remarket next Bond Purchase Date upon which the Notes, Bonds or Beneficial Ownership Interests may be tendered for purchase is the obligation of the MAPS Agent to purchase the Notes on the MAPS Remarketing Date is subject to, among other things, the conditions specified in the applicable MAPS Remarketing Agreement. If the MAPS Agent for any reason does not purchase all tendered Notes on the MAPS Remarketing Date or if the MAPS Agent gives notice of its intention to remarket the Notes but for any reason does not purchase all tendered Notes on the MAPS Remarketing Date, then as of such date the Notes will cease to be in the MAPS Mode, the MAPS Remarketing Date will constitute an next Interest Rate Adjustment Date or, if such Bonds are being converted to the Fixed Interest Rate, that such Bonds may no longer be tendered for purchase, (c) such Holder or Beneficial Owner realizes that any securities rating on the Bonds may be withdrawn or lowered as a result of the conversion to a different Interest Rate Mode, and (d) such Holder or Beneficial Owner affirmatively elects to hold his or her Bonds and receive interest at the applicable Interest Rate Mode. Bonds or Beneficial Ownership Interests with respect to which the Registrar shall not have received the election required by the preceding paragraph shall be deemed to have been tendered whether or not the Holders thereof shall have delivered such Bonds to the Registrar and without the need for further action of the Beneficial Owners. Subject to the right of the Holders of such Bonds or Beneficial Owners of such Beneficial Ownership Interests to receive the purchase price of such Bonds or Beneficial Ownership Interests and to receive interest accrued thereon to the Interest Period Reset Date, such Bonds or Beneficial Ownership Interests shall be null and void and the Notes may Trustee shall cause to be subject to remarketing on such date by a Remarketing Agent appointed by the Company authenticated and delivered new Bonds in the Commercial Paper Mode replacement thereof, or the Long Term Rate Mode or a new MAPS Mode established by the Company in accordance with the procedures set forth in Section 205 hereof, provided that, in such case, the notice period required for conversion Beneficial Ownership Interests shall be created, pursuant to the lesser remarketing of ten (10) days and the period commencing the date that the MAPS Agent notifies the Company that it will not purchase the Notes for remarketing on the MAPS Remarketing Date such Bonds or fails to so purchase, as the case may beBeneficial Ownership Interests.

Mandatory Tender. Provided that the MAPS Agent gives notice The Bonds or any portion thereof, as applicable, are subject to the Company and the Trustee mandatory tender for purchase (with no right to retain) (i) on each Mode Change Date, (ii) with respect to a Business Day Liquidity Expiration Event, not later less than ten (10) five days prior to the MAPS Remarketing expiration of the Liquidity Facility, and (iii) on any Conversion Date of its intention to purchase the Notes for remarketing (the each a "Notification Mandatory Tender Date"), each Note at the Purchase Price, subject to the conditions described in the Indenture. In connection with any mandatory tender of Bonds upon a Mandatory Tender Date, the Trustee shall deliver a notice of mandatory tender to Owners, within such time period as provided the Indenture, stating the reason for the mandatory tender, the date of mandatory tender, and that all Owners subject to such mandatory tender shall be automatically tendereddeemed to have tendered their Bonds upon such date. So long as all of the Bonds are registered in the name of Cede & Co., as nominee for DTC, such notice will be delivered to DTC or deemed tenderedits nominee as registered owner of such Bonds. DTC is responsible for notifying Participants, and Participants (and indirect participants in DTC) are responsible for notifying beneficial owners of the Bonds. Neither the Trustee nor the Authority is responsible for sending notices to beneficial owners. If the book-entry system has been discontinued and replacement bonds have been issued or if DTC has exercised its option to surrender and exchange its Bond certificates, any Bond not tendered and delivered to the MAPS Tender Agent on or prior to its Mandatory Tender Date ("Untendered Bonds"), for remarketing on which there have been irrevocably deposited in trust with the MAPS Remarketing Date, except in Trustee the circumstances set forth in Section 304. The purchase price for the tendered Notes equal to be paid by the MAPS Agent shall equal 100% of the principal amount thereof. When the Notes are tendered for remarketing, the MAPS Agent may remarket the Notes for its own account at varying prices to be determined by the MAPS Agent at the time of each sale. From, and including, the MAPS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes shall bear interest at the MAPS Interest Rate. If the MAPS Agent elects to remarket the Notes, the obligation of the MAPS Agent to purchase the Notes on the MAPS Remarketing Date is subject to, among other things, the conditions specified in the applicable MAPS Remarketing Agreement. If the MAPS Agent for any reason does not purchase all tendered Notes on the MAPS Remarketing Date or if the MAPS Agent gives notice of its intention to remarket the Notes but for any reason does not purchase all tendered Notes on the MAPS Remarketing Date, then as of such date Bonds plus accrued interest shall be deemed to have been tendered and purchased on such Mandatory Tender Date. Owners of Untendered Bonds shall not be entitled to any payment (including any interest to accrue on or after the Notes will cease Mandatory Tender Date) other than the principal amount of such Untendered Bonds, plus accrued interest to be in the MAPS Mode, day preceding the MAPS Remarketing Date will constitute an Interest Rate Adjustment Mandatory Tender Date, and said Owners shall no longer be entitled to the Notes may benefits of the Indenture, except for the purpose of payment of the purchase price. Bond certificates will be subject issued in place of Untendered Bonds pursuant to remarketing on the Indenture and, after the issuance of the replacement Bond certificates, such date by a Remarketing Agent appointed by Untendered Bonds will be deemed purchased, canceled and no longer Outstanding under the Company in the Commercial Paper Mode or the Long Term Rate Mode or a new MAPS Mode established by the Company in accordance with the procedures set forth in Section 205 hereofIndenture. BY ACCEPTANCE OF THIS BOND, provided thatTHE REGISTERED OWNER AGREES TO TENDER THIS BOND FOR PURCHASE ON ANY MANDATORY TENDER DATE DESCRIBED ABOVE AND ACKNOWLEDGES THAT INTEREST WILL CEASE TO ACCRUE ON THE BOND ON SUCH MANDATORY PURCHASE DATE, in such case, the notice period required for conversion shall be the lesser of ten (10) days and the period commencing the date that the MAPS Agent notifies the Company that it will not purchase the Notes for remarketing on the MAPS Remarketing Date or fails to so purchase, as the case may bePROVIDED THAT FUNDS FOR SUCH PURCHASE ARE ON DEPOSIT WITH THE PAYING AGENT ON SUCH MANDATORY TENDER DATE.

Mandatory Tender. Provided that the MAPS Agent gives notice to the Company and the Trustee on a Business Day not later than ten (10) days five Business Days prior to the MAPS Remarketing Date the Call Holder notifies the Company and the Trustee of its intention election to purchase the Notes MVPs on the Remarketing Date for remarketing (the "Notification Date"), each Note the MVPs shall be automatically tendered, or deemed tendered, subject to mandatory tender to the MAPS Agent Call Holder, and the Call Holder shall be obligated to purchase the MVPs, for remarketing on the MAPS Remarketing Date and, if such date is designated as the Interim Period Remarketing Date, except the Additional Remarketing Date thereafter, subject in each case to the circumstances conditions described herein and set forth in Section 304the Remarketing and Interest Calculation Agreement. The purchase price for the tendered Notes to be paid by the MAPS Agent MVPs shall equal 100% of the principal amount thereof. When From and including the Notes are tendered for remarketingRemarketing Date (if such date is not the Interim Period Remarketing Date) or the Additional Remarketing Date (if the Remarketing Date is the Interim Period Remarketing Date), the MAPS Agent may remarket the Notes for its own account at varying prices to be determined by the MAPS Agent at the time of each sale. From, and including, the MAPS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes shall MVPs will bear interest at the MAPS Interest RateRate to Maturity, determined pursuant to Section 4 hereof. During the Interim Period, if any, the MVPs will bear interest at the Interim Period Interest Rate determined pursuant to Section 4 hereof. If the MAPS Agent Call Holder elects to remarket the NotesMVPs, the obligation of the MAPS Agent Call Holder to purchase the Notes MVPs on the MAPS Remarketing Date any remarketing date is subject to, among other things, to the conditions specified in Section 9 of the applicable MAPS Remarketing and Interest Calculation Agreement. If the MAPS Agent Call Holder purchases MVPs on any remarketing date, it must purchase all of the MVPs. If for any reason the Call Holder does not purchase all tendered Notes of the MVPs on the MAPS Remarketing Date or if the MAPS Agent gives notice of its intention to remarket the Notes but for any reason does not purchase all tendered Notes on the MAPS Remarketing Date, then as of such date the Notes will cease to be in the MAPS Moderemarketing date, the MAPS Remarketing Date will constitute an Interest Rate Adjustment DateCompany shall be required to repurchase from the Beneficial Owners thereof, and the Notes may Beneficial Owners will be subject required to sell to the Company, all the MVPs at a price equal to the principal amount thereof plus all accrued and unpaid interest, if any, on the MVPs to such remarketing on such date by a Remarketing Agent appointed by the Company in the Commercial Paper Mode or the Long Term Rate Mode or a new MAPS Mode established by the Company in accordance with the procedures set forth as provided in Section 205 6 hereof, provided that, in such case, the notice period required for conversion shall be the lesser of ten (10) days and the period commencing the date that the MAPS Agent notifies the Company that it will not purchase the Notes for remarketing on the MAPS Remarketing Date or fails to so purchase, as the case may be.

Mandatory Tender. Provided that the MAPS Agent gives notice to the Company and the Trustee on a Business Day not later than ten ‌ (10a) days prior to the MAPS Remarketing Date of its intention to purchase the Notes for remarketing (the "Notification Date"), each Note All Outstanding Bonds shall be automatically tendered, or deemed tendered, subject to mandatory tender by the MAPS Agent Holders for remarketing purchase in whole and not in part on the MAPS Remarketing each Mandatory Tender Date, except in the circumstances set forth in Section 304. The purchase price for each such Bond shall be payable in lawful money of the tendered Notes to be paid United States of America by the MAPS Agent check or draft, shall equal 100% of the principal amount thereofto be purchased and accrued interest, if any, to the Mandatory Tender Date, and shall be paid in full on the applicable Mandatory Tender Date. When Notwithstanding the Notes foregoing, if the Notice of Conversion has not been delivered establishing the Conversion Date and resulting Mandatory Tender Date the Bonds must be remarketed on such Mandatory Tender Date subject to meeting the requirements set forth below. (b) The Mandatory Tender Dates shall consist of (i) the earliest of (A) the Initial Mandatory Tender Date, (B) the Conversion Date and (C) the Forward Commitment Maturity Date, and (ii) any subsequent dates for mandatory tender of the Bonds established by the Borrower with the consent of the Remarketing Agent in connection with a remarketing of the Bonds pursuant to Section 3.03 hereof. (c) While tendered Bonds are in the custody of the Trustee pending purchase pursuant hereto, the tendering Holders thereof shall be deemed the owners thereof for all purposes, and interest accruing on tendered Bonds through the day preceding the applicable Mandatory Tender Date is to be paid as if such Bonds had not been tendered for remarketingpurchase. (d) Notwithstanding anything herein to the contrary, any Bond tendered under this Section 3.01 will not be purchased if such Bond matures or is redeemed on or prior to the applicable Mandatory Tender Date. (e) The Trustee shall utilize the following sources of payments to pay the tender price of the Bonds not later than 2:30 p.m. Local Time on the Mandatory Tender Date in the following priority: (i) amounts representing proceeds of remarketed Bonds deposited in the Remarketing Proceeds Account, to pay the principal amount, plus accrued interest, of Bonds tendered for purchase, (ii) on the Conversion Date, amounts on deposit in the Permanent Loan Purchase Fund, to pay the tender price of Bonds tendered for purchase in an amount equal to the Actual Project Loan Amount, (iii) on any Mandatory Tender Date other than the Conversion Date, amounts on deposit in the Collateral Fund (and/or other Eligible Funds hereunder), to pay the principal amount of Bonds tendered for purchase, (iv) amounts on deposit in the Negative Arbitrage Account of the Bond Fund to pay the accrued interest; if any, on Bonds tendered for purchase, (v) any available interest earnings on amounts on deposit in the Project Fund to pay the accrued interest, if any, on the Bonds tendered for purchase and (vi) any other Eligible Funds available or made available for such purpose at the direction of the Borrower, with the consent of the Issuer. (f) Bonds shall be deemed to have been tendered for purposes of this Section 3.01 whether or not the Holders shall have delivered such Undelivered Bonds to the Trustee, and subject to the right of the Holders of such Undelivered Bonds to receive the purchase price of such Bonds and interest accrued thereon to the Mandatory Tender Date, such Undelivered Bonds shall be null and void. If such Undelivered Bonds are to be remarketed, the MAPS Agent may remarket Trustee shall authenticate and deliver new Bonds in replacement thereof pursuant to the Notes for its own account at varying prices remarketing of such Undelivered Bonds. (g) With respect to be determined by any mandatory tender on the MAPS Agent Conversion Date, at the time written direction of each sale. From, and includingthe Borrower, the MAPS Remarketing Date toTrustee shall sell or redeem Eligible Investments on deposit in the Project Fund and Collateral Fund and use the proceeds thereof, but excludingalong with any deposit of Eligible Funds from the Borrower as described in (h) below, to redeem Bonds in excess of the next succeeding Interest Rate Adjustment Actual Project Loan Amount at the mandatory redemption price thereof. (h) In the event of a mandatory tender prior to the Initial Mandatory Tender Date, the Notes Borrower shall bear interest at comply with the MAPS Interest Rate. If the MAPS Agent elects provisions of Section 6.01(e) hereof not less than two Business Days prior to remarket the Notes, the obligation of the MAPS Agent to purchase the Notes on the MAPS Remarketing Date is subject to, among other things, the conditions specified in the applicable MAPS Remarketing Agreement. If the MAPS Agent for any reason does not purchase all tendered Notes on the MAPS Remarketing Date or if the MAPS Agent gives notice of its intention to remarket the Notes but for any reason does not purchase all tendered Notes on the MAPS Remarketing Mandatory Tender Date, then as of such date the Notes will cease to be in the MAPS Mode, the MAPS Remarketing Date will constitute an Interest Rate Adjustment Date, and the Notes may be subject to remarketing on such date by a Remarketing Agent appointed by the Company in the Commercial Paper Mode or the Long Term Rate Mode or a new MAPS Mode established by the Company in accordance with the procedures set forth in Section 205 hereof, provided that, in such case, the notice period required for conversion shall be the lesser of ten (10) days and the period commencing the date that the MAPS Agent notifies the Company that it will not purchase the Notes for remarketing on the MAPS Remarketing Date or fails to so purchase, as the case may be.

Mandatory Tender. Provided that (i) On a Business Day not earlier than 20 Business Days prior to the MAPS Agent gives notice first Remarketing Date, and not later than 4:00 p.m., New York City time, on the 15th Business Day prior to such Remarketing Date or (ii) not later than four Business Days prior to the occurrence of the subsequent Remarketing Date, the Remarketing Dealer shall notify the Company and the Trustee on a Business Day not later than ten (10) days prior as to the MAPS Remarketing Date of its intention whether it elects to purchase the Notes ROARS for remarketing (on such Remarketing Date. If the "Notification Date")Remarketing Dealer so elects, each Note the ROARS shall be automatically tenderedsubject to mandatory tender, or and shall be deemed tendered, to the MAPS Agent Remarketing Dealer for purchase and remarketing on the MAPS such Remarketing Date, except in accordance with the circumstances set forth in Section 304terms and subject to the conditions described herein. The purchase price for ROARS shall be remarketed at a fixed rate of interest equal to the tendered Notes Interest Rate to be paid by Maturity, unless the MAPS Agent shall equal 100% of Company has elected to exercise its Floating Period Option or redeem the principal amount thereofROARS on the applicable Remarketing Date. When If the Notes are tendered for remarketingCompany so elects, the MAPS Agent may remarket the Notes for its own account at varying prices to be determined by the MAPS Agent at the time of each sale. From, and including, the MAPS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes ROARS shall bear interest at the MAPS Floating Period Interest RateRate until the Floating Period Termination Date, at which time the ROARS shall be remarketed at a fixed rate of interest equal to the Interest Rate to Maturity unless the Company has chosen to redeem, or is required to redeem, the ROARS, as set forth herein. The purchase price of the tendered ROARS shall be equal to 100% of the aggregate principal amount thereof on the first Remarketing Date, or the Dollar Price on the subsequent Remarketing Date. Subject to the Remarketing Dealer's election to purchase the ROARS, the Remarketing Dealer shall sell the aggregate principal amount of the ROARS on the applicable Remarketing Date at the Dollar Price to the Reference Corporate Dealer providing the lowest Fixed Rate Bid (if the Remarketing Date constitutes a Fixed Rate Remarketing Date) or to the Reference Money Market Dealer providing the lowest Floating Rate Bid (if the Remarketing Date constitutes a Floating Rate Remarketing Date), in the case of the first Remarketing Date, or to the Reference Corporate Dealer providing the lowest Fixed Rate Bid, in the case of the subsequent Remarketing Date. If the MAPS Agent lowest applicable Bid is submitted by two or more of the applicable Reference Dealers, the Remarketing Dealer shall sell such ROARS to one or more of such Reference Dealers, as it shall determine in its sole discretion. If the Remarketing Dealer elects to remarket purchase the NotesROARS, the obligation of the MAPS Agent Remarketing Dealer to purchase the Notes ROARS on the MAPS any Remarketing Date is shall be subject to, among other things, the to certain conditions specified set forth in the applicable MAPS Remarketing Agreement. If the MAPS Agent for any reason the Remarketing Dealer does not purchase all tendered Notes the ROARS on the MAPS Remarketing Date or if the MAPS Agent gives notice of its intention to remarket the Notes but for any reason does not purchase all tendered Notes on the MAPS Remarketing Date, then as of such date the Notes will cease to be in the MAPS Mode, the MAPS Remarketing Date will constitute an Interest Rate Adjustment Date, and the Notes may be subject to remarketing on such date by a Remarketing Agent appointed by the Company in shall be required to redeem the Commercial Paper Mode or the Long Term Rate Mode or a new MAPS Mode established by the Company ROARS in accordance with Section 3.1(a) hereof at a price equal to 100% of the procedures set forth in Section 205 hereofaggregate principal amount of the ROARS, provided thatplus accrued and unpaid interest, in if any, if such caseRemarketing Date is the first Remarketing Date, or at the notice period required for conversion shall be the lesser of ten (10) days Dollar Price, plus accrued and the period commencing the date that the MAPS Agent notifies the Company that it will not purchase the Notes for remarketing unpaid interest, if any, on the MAPS subsequent Remarketing Date or fails to so purchase, as the case may beDate.

Mandatory Tender. Provided that the MAPS SPURS Agent gives notice to the Company and the Trustee on a Business Day not later than ten (10) days prior to the MAPS SPURS Remarketing Date of its intention to purchase the Notes for remarketing (the "Notification Date"), each Note shall be automatically tendered, or deemed tendered, to the MAPS SPURS Agent for remarketing on the MAPS SPURS Remarketing Date, except in the circumstances set forth in Section 304. The purchase price for the tendered Notes to be paid by the MAPS SPURS Agent shall equal 100% of the principal amount thereof. When the Notes are tendered for remarketing, the MAPS SPURS Agent may remarket the Notes for its own account at varying prices to be determined by the MAPS SPURS Agent at the time of each sale. From, and including, the MAPS SPURS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes shall bear interest at the MAPS SPURS Interest Rate. If the MAPS SPURS Agent elects to remarket the Notes, the obligation of the MAPS SPURS Agent to purchase the Notes on the MAPS SPURS Remarketing Date is subject to, among other things, the conditions specified in the applicable MAPS SPURS Remarketing Agreement. If the MAPS SPURS Agent for any reason does not purchase all tendered Notes on the MAPS SPURS Remarketing Date or if the MAPS SPURS Agent gives notice of its intention to remarket the Notes but for any reason does not purchase all tendered Notes on the MAPS SPURS Remarketing Date, then as of such date the Notes will cease to be in the MAPS SPURS Mode, the MAPS SPURS Remarketing Date will constitute an Interest Rate Adjustment Date, and the Notes may be subject to remarketing on such date by a Remarketing Agent appointed by the Company in the Commercial Paper Mode or the Long Term Rate Mode or a new MAPS SPURS Mode established by the Company in accordance with the procedures set forth in Section 205 hereof, provided that, in such case, the notice period required for conversion shall be the lesser of ten (10) days and the period commencing the date that the MAPS SPURS Agent notifies the Company that it will not purchase the Notes for remarketing on the MAPS SPURS Remarketing Date or fails to so purchase, as the case may be.