Common use of Notice of Election Clause in Contracts

Notice of Election. (a) Not later than 4:00 P.M., New York City time, on an Election Date, each Holder of Preferred Securities may give, through the facilities of the Clearing Agency in the case of Book-Entry Preferred Securities Certificates, a notice to the Property Trustee of its election ("Notice of Election") (i) to retain and not to have all or any portion of the Preferred Securities owned by it remarketed in the Remarketing or (ii) to tender all or any portion of such Preferred Securities for purchase in the Remarketing (such portion, in either case, is to be in the Liquidation Amount of $1,000 or any integral multiple thereof). Any Notice of Election given to the Property Trustee will be irrevocable and may not be conditioned upon the level at which the Fixed Rate is established in the Remarketing. Promptly after 4:30 P.M., New York City time, on such Election Date, the Property Trustee, based on the Notices of Election received by it through the Clearing Agency (or from the Holders, if Definitive Preferred Securities Certificates have been issued) prior to such time, will notify the Trust, the Company and the Remarketing Agent of the number of Preferred Securities to be retained by holders of Preferred Securities and the number of Preferred Securities tendered for purchase in the Remarketing. (b) If any Holder of Preferred Securities gives a Notice of Election to tender Preferred Securities as described in 10.02(a), the Preferred Securities so subject to such Notice of Election will be deemed tendered for purchase in the Remarketing, notwithstanding any failure by such Holder to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. If any Holder of Preferred Securities fails timely to deliver a Notice of Election, as described above, such Preferred Securities will be deemed tendered for purchase in such Remarketing, notwithstanding such failure or the failure by such Holder to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. (c) The right of each Holder of Preferred Securities to have Preferred Securities tendered for purchase shall be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities at a Fixed Rate and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent. (d) Any Holder of Preferred Securities that desires to continue to retain a number of Preferred Securities, but only if the Fixed Rate is not less than a specified rate per annum, should submit a Notice of Election to tender such Preferred Securities and separately notify the Remarketing Agent of its interest at the telephone number set forth in the notice of Remarketing. If such Holder so notifies the Remarketing Agent, the Remarketing Agent will give priority to such Holder's purchase of such number of Preferred Securities in the Remarketing providing that the Fixed Rate is not less than such specified rate.

Notice of Election. (a) Not later than 4:00 P.M., New York City time, on an Election Date, each Holder of Preferred Securities may give, through the facilities of the Clearing Agency in the case of Book-Entry Preferred Securities Certificates, a written notice to the Property Trustee of its election ("Notice of Election") (i) to retain and not to have all or any portion of the Preferred Securities owned by it remarketed in the Remarketing or (ii) to tender all or any portion of such Preferred Securities for purchase in the Remarketing (such portion, in either case, is to be in the Liquidation Amount of $1,000 or any integral multiple thereof). Any Notice of Election given to the Property Trustee will be irrevocable and may not be conditioned upon the level at which the Fixed Rate is established in the Remarketing. Promptly after 4:30 P.M., New York City time, on such Election Date, the Property Trustee, based on the Notices of Election received by it through the Clearing Agency (or from the Holders, if Definitive Preferred Securities Certificates have been issued) prior to such time, will notify the TrustAdministrative Trustees, the Company and the Remarketing Agent of the number of Preferred Securities to be retained by holders of Preferred Securities and the number of Preferred Securities tendered for purchase in the Remarketing. (b) If any Holder of Preferred Securities gives a Notice of Election to tender Preferred Securities as described in 10.02(a), the Preferred Securities so subject to such Notice of Election will be deemed tendered for purchase in the Remarketing, notwithstanding any failure by such Holder to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. If any Holder of Preferred Securities fails timely to deliver a Notice of Election, as described above, such Preferred Securities will be deemed tendered for purchase in such Remarketing, notwithstanding such failure or the failure by such Holder to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. (c) The right of each Holder of Preferred Securities to have Preferred Securities tendered for purchase in the Remarketing shall be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities at a Fixed Rate and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent. (d) Any Holder of Preferred Securities that desires to continue to retain a number of Preferred Securities, but only if the Fixed Rate is not less than a specified rate per annum, should shall submit a Notice of Election to tender such Preferred Securities pursuant to this Section 10.02 and separately notify the Remarketing Agent of its interest at the telephone number set forth in the notice of RemarketingRemarketing delivered pursuant to Section 10.01. If such Holder so notifies the Remarketing Agent, the Remarketing Agent will give priority to such Holder's purchase of such number of Preferred Securities in the Remarketing providing that the Fixed Rate is not less than such specified rate.

Notice of Election. (a) Not later than 4:00 P.M.p.m., New York City time, on an Election Date, each Holder holder of Preferred Securities Series B Debentures may give, through the facilities of the Clearing Agency in the case of Book-Entry Preferred Securities Certificates, give a written notice to the Property Indenture Trustee of its election ("Notice of Election") (i) to retain and not to have all or any portion of the Preferred Securities Series B Debentures owned by it remarketed in the Remarketing Remarketing, or (ii) to tender all or any portion of such Preferred Securities Series B Debentures for purchase in the Remarketing (such portion, in either case, is required to be in the Liquidation Amount of $1,000 or any integral multiple thereof). Any Notice of Election given to the Property Indenture Trustee will be irrevocable and may not be conditioned upon the level at which the Fixed Rate is established in the Remarketing. Promptly after 4:30 P.M.p.m., New York City time, on such Election Date, the Property Indenture Trustee, based on the Notices of Election received by it through the Clearing Agency (or from the Holders, if Definitive Preferred Securities Certificates have been issued) prior to such time, will notify the Trust, the Company and the Remarketing Agent of the number of Preferred Securities Series B Debentures to be retained by holders of Preferred Securities Series B Debentures and the number of Preferred Securities Series B Debentures tendered for purchase in the Remarketing. (b) . If any Holder holder of Preferred Securities Series B Debentures gives a Notice of Election to tender Preferred Securities Series B Debentures as described in 10.02(a)above, the Preferred Securities Series B Debentures so subject to such Notice of Election will be deemed tendered for purchase in the Remarketing, notwithstanding any failure by such Holder holder to deliver or properly deliver such Preferred Securities Series B Debentures to the Remarketing Agent for purchase. If any Holder holder of Preferred Securities Series B Debentures fails timely to deliver a Notice of Election, as described above, such Preferred Securities Series B Debentures will be deemed tendered for purchase in such Remarketing, notwithstanding such failure or the failure by such Holder holder to deliver or properly deliver such Preferred Securities Series B Debentures to the Remarketing Agent for purchase. (c) . The right of each Holder holder of Preferred Securities Series B Debentures to have Preferred Securities Series B Debentures tendered for purchase in the Remarketing shall be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, ; (ii) Preferred Securities Series B Debentures tendered have not been called for redemption, ; (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities Series B Debentures at a Fixed Rate Rate; and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent. (d) . Any Holder holder of Preferred Securities Series B Debentures that desires to continue to retain a number of Preferred SecuritiesSeries B Debentures, but only if the Fixed Rate is not less than a specified rate per annum, should shall submit a Notice of Election to tender such Preferred Securities Series B Debentures and separately notify the Remarketing Agent of its interest at the telephone number set forth in the notice of Remarketing. If such Holder holder so notifies the Remarketing Agent, the Remarketing Agent will give priority to such Holderholder's purchase of such number of Preferred Securities Series B Debentures in the Remarketing Remarketing, providing that the Fixed Rate is not less than such specified rate. SECTION 303. Determination of Interest Rate If holders submit Notices of Election to retain all of the Series B Debentures then outstanding, the Fixed Rate will be the rate determined by the Remarketing Agent, in its sole discretion, as the rate that would have been established had a Remarketing been held on the related Remarketing Date. On any Remarketing Date on which the remarketing is to be conducted, the Remarketing Agent will use commercially reasonable efforts to remarket, at a price equal to 100% of the Liquidation Amount thereof, Series B Debentures tendered or deemed tendered for purchase. Except as provided in the previous paragraph of this Section 303, if, as a result of such efforts, on any Remarketing Date, the Remarketing Agent has determined that it will be able to remarket all Series B Debentures tendered or deemed tendered for purchase in the Remarketing at a Fixed Rate and at a price of $1,000 per Series B Debenture, prior to 4:00 p.m., New York City time, on such Remarketing Date, the Remarketing Agent will determine the Fixed Rate, which will be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) which the Remarketing Agent determines, in its sole judgment, to be the lowest Fixed Rate per annum, if any, that will enable it to remarket all Series B Debentures tendered or deemed tendered for Remarketing at a price of $1,000 per Series B Debenture. If the Remarketing Agent is unable to remarket by 4:00 p.m., New York City time on the third Business Day prior to the Remarketing Settlement Date, all Series B Debentures tendered or deemed tendered for a purchase at a price of $1,000 per Series B Debenture, the Interest Rate for the next Interest Period shall be the Floating Rate and the new Interest Period shall be a Floating Rate Period. In such case, no Series B Debentures will be sold in the Remarketing and each holder will continue to hold its Series B Debentures at the Floating Rate during such Floating Rate Period. All Series B Debentures tendered or deemed tendered in the Remarketing will be automatically delivered to the account of the Remarketing Agent through the facilities of the Clearing Agency against payment of the purchase price therefor on the Remarketing Settlement Date. The Remarketing Agent will make payment to the Clearing Agency Participant of each tendering holder of Series B Debentures in the Remarketing through the facilities of the Clearing Agency by the close of business on the Remarketing Settlement Date. In accordance with the Clearing Agency's normal procedures, on the Remarketing Settlement Date, the transaction described above with respect to each Series B Debenture tendered for purchase and sold in the Remarketing, will be executed through the Clearing Agency Participants, will be debited and credited and such Series B Debentures delivered by book entry as necessary to effect purchases and sales of such Series B Debentures. The Clearing Agency is expected to make payment in accordance with its normal procedures. If any holder selling Series B Debentures in the Remarketing fails to deliver such Series B Debentures, the Clearing Agency Participant of such selling holder and of any other person that was to have purchased Series B Debentures in the Remarketing may deliver to any such other person a number of Series B Debentures that is less than the number of Series B Debentures that otherwise was to be purchased by such person. In such event, the number of Series B Debentures to be so delivered will be determined by such Clearing Agency Participant and delivery of such lesser number of Series B Debentures will constitute good delivery. The Remarketing Agent is not obligated to purchase any Series B Debentures that would otherwise remain unsold in a Remarketing. Neither the Indenture Trustee, the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Series B Debentures for Remarketing.

Notice of Election. (a) Not later than 4:00 P.M.p.m., New York City time, on an Election Date, each Holder holder of Preferred Securities Series B Debentures may give, through the facilities of the Clearing Agency in the case of Book-Entry Preferred Securities Certificates, give a written notice to the Property Indenture Trustee of its election ("“Notice of Election"”) (i) to retain and not to have all or any portion of the Preferred Securities Series B Debentures owned by it remarketed in the Remarketing Remarketing, or (ii) to tender all or any portion of such Preferred Securities Series B Debentures for purchase in the Remarketing (such portion, in either case, is required to be in the Liquidation Amount of $1,000 or any integral multiple thereof). Any Notice of Election given to the Property Indenture Trustee will be irrevocable and may not be conditioned upon the level at which the Fixed Rate is established in the Remarketing. Promptly after 4:30 P.M.p.m., New York City time, on such Election Date, the Property Indenture Trustee, based on the Notices of Election received by it through the Clearing Agency (or from the Holders, if Definitive Preferred Securities Certificates have been issued) prior to such time, will notify the Trust, the Company and the Remarketing Agent of the number of Preferred Securities Series B Debentures to be retained by holders of Preferred Securities Series B Debentures and the number of Preferred Securities Series B Debentures tendered for purchase in the Remarketing. (b) . If any Holder holder of Preferred Securities Series B Debentures gives a Notice of Election to tender Preferred Securities Series B Debentures as described in 10.02(a)above, the Preferred Securities Series B Debentures so subject to such Notice of Election will be deemed tendered for purchase in the Remarketing, notwithstanding any failure by such Holder holder to deliver or properly deliver such Preferred Securities Series B Debentures to the Remarketing Agent for purchase. If any Holder holder of Preferred Securities Series B Debentures fails timely to deliver a Notice of Election, as described above, such Preferred Securities Series B Debentures will be deemed tendered for purchase in such Remarketing, notwithstanding such failure or the failure by such Holder holder to deliver or properly deliver such Preferred Securities Series B Debentures to the Remarketing Agent for purchase. (c) . The right of each Holder holder of Preferred Securities Series B Debentures to have Preferred Securities Series B Debentures tendered for purchase in the Remarketing shall be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, ; (ii) Preferred Securities Series B Debentures tendered have not been called for redemption, ; (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities Series B Debentures at a Fixed Rate Rate; and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent. (d) . Any Holder holder of Preferred Securities Series B Debentures that desires to continue to retain a number of Preferred SecuritiesSeries B Debentures, but only if the Fixed Rate is not less than a specified rate per annum, should shall submit a Notice of Election to tender such Preferred Securities Series B Debentures and separately notify the Remarketing Agent of its interest at the telephone number set forth in the notice of Remarketing. If such Holder holder so notifies the Remarketing Agent, the Remarketing Agent will give priority to such Holder's holder’s purchase of such number of Preferred Securities Series B Debentures in the Remarketing Remarketing, providing that the Fixed Rate is not less than such specified rate.

Notice of Election. (a) Not later than 4:00 P.M., New York City time, on an Election Date, each Holder of Preferred Securities may give, through the facilities of the Clearing Agency in the case of Book-Entry Preferred Securities Certificates, a written notice to the Property Trustee of its election ("“Notice of Election"”) (i) to retain and not to have all or any portion of the Preferred Securities owned by it remarketed in the Remarketing or (ii) to tender all or any portion of such Preferred Securities for purchase in the Remarketing (such portion, in either case, is to be in the Liquidation Amount of $1,000 or any integral multiple thereof). Any Notice of Election given to the Property Trustee will be irrevocable and may not be conditioned upon the level at which the Fixed Rate is established in the Remarketing. Promptly after 4:30 P.M., New York City time, on such Election Date, the Property Trustee, based on the Notices of Election received by it through the Clearing Agency (or from the Holders, if Definitive Preferred Securities Certificates have been issued) prior to such time, will notify the TrustAdministrative Trustees, the Company and the Remarketing Agent of the number of Preferred Securities to be retained by holders of Preferred Securities and the number of Preferred Securities tendered for purchase in the Remarketing. (b) If any Holder of Preferred Securities gives a Notice of Election to tender Preferred Securities as described in 10.02(a), the Preferred Securities so subject to such Notice of Election will be deemed tendered for purchase in the Remarketing, notwithstanding any failure by such Holder to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. If any Holder of Preferred Securities fails timely to deliver a Notice of Election, as described above, such Preferred Securities will be deemed tendered for purchase in such Remarketing, notwithstanding such failure or the failure by such Holder to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. (c) The right of each Holder of Preferred Securities to have Preferred Securities tendered for purchase in the Remarketing shall be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities at a Fixed Rate and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent. (d) Any Holder of Preferred Securities that desires to continue to retain a number of Preferred Securities, but only if the Fixed Rate is not less than a specified rate per annum, should shall submit a Notice of Election to tender such Preferred Securities pursuant to this Section 10.02 and separately notify the Remarketing Agent of its interest at the telephone number set forth in the notice of RemarketingRemarketing delivered pursuant to Section 10.01. If such Holder so notifies the Remarketing Agent, the Remarketing Agent will give priority to such Holder's ’s purchase of such number of Preferred Securities in the Remarketing providing that the Fixed Rate is not less than such specified rate.