Common use of Notification of Results; Settlement Clause in Contracts

Notification of Results; Settlement. Provided the MAPS Agent has previously notified the Company and the Trustee on the Notification Date of its intention to purchase this Note on the MAPS Remarketing Date, the MAPS Agent shall notify the Company, the Trustee and DTC by telephone, confirmed in writing, by 4:00 p.m., New York City time, on the Determination Date, of the MAPS Interest Rate, and this Note shall be automatically delivered to the account of the Trustee, by book-entry through DTC pending payment of the purchase price therefor, on the MAPS Remarketing Date. In the event that the MAPS Agent purchases this Note on the MAPS Remarketing Date, the MAPS Agent shall make or cause the Trustee to make payment to the DTC participant of each tendering beneficial owner hereof, by book-entry through DTC by the close of business on the MAPS Remarketing Date against delivery through DTC of such beneficial owner's interest herein, of 100% of the principal amount for this Note. If the MAPS Agent does not purchase this Note on the MAPS Remarketing Date, the Company may attempt to convert this Note to a new Interest Rate Mode; the interest rate will be determined as provided above in "Interest Rate" and settlement will be effected as described under "Remarketing and Settlement" above. In any case, the Company shall make or cause the Trustee to make payment of interest to each beneficial owner of this Note due on the MAPS Remarketing Date by book-entry through DTC by the close of business on the MAPS Remarketing Date. The transactions set forth above shall be executed on the MAPS Remarketing Date through DTC in accordance with the procedures of DTC, and the accounts of the respective DTC participants shall be debited and credited and this Note shall be delivered by book-entry as necessary to effect the purchases and sales thereof. Transactions involving the sale and purchase of Notes remarketed by the MAPS Agent on and after the MAPS Remarketing Date will settle in immediately available funds through DTC's Same-Day Funds Settlement System. The tender and settlement procedures set forth above, including provisions for payment by purchasers of this Note in the remarketing or for payment to selling beneficial owners of this Note, may be modified to the extent required by DTC or to the extent required to facilitate the tender and remarketing of this Note in certificated form, if the book-entry system is no longer available for this Note at the time of the remarketing. In addition, the MAPS Agent may, without the consent of the Holders of the Notes, modify the settlement procedures set forth above in order to facilitate the tender and settlement process. As long as DTC's nominee holds the certificates representing this Note in the book-entry system of DTC, no certificates for this Note shall be delivered by any selling beneficial owner to reflect any transfer of such Notes effected in the remarketing.

Notification of Results; Settlement. Provided the MAPS The Auction Agent has previously notified the Company will advise each Broker-Dealer that submitted a Bid or Sell Order on behalf of a Bidder whether such Bid or Sell Order was accepted or rejected in whole or in part and the Trustee on Applicable Rate for the Notification Date of its intention to purchase this Note on the MAPS Remarketing Date, the MAPS Agent shall notify the Company, the Trustee and DTC next Dividend Period by telephone, confirmed in writing, by 4:00 p.m.telephone at approximately 3:00 P.M., New York City time, on the Determination each Auction Date. Each Broker-Dealer that submitted a Bid or Sell Order on behalf of a Bidder will then advise such Bidder whether such Bid or Sell Order was accepted or rejected, will confirm purchases and sales with each Bidder purchasing or selling Preferred Shares as a result of the MAPS Interest Rate, Auction and this Note shall be automatically delivered will advise each Bidder purchasing or selling Preferred Shares to the account give instructions to its Agent Member of the Trustee, Securities Depository to pay the purchase price against delivery by book-entry through DTC pending of such shares or to deliver such shares against payment therefor as appropriate. Each Broker-Dealer that submitted a Hold Order on behalf of an Existing Holder will also advise such Existing Holder of the purchase price thereforApplicable Rate for the next Dividend Period. The Auction Agent will record each transfer of Preferred Shares on the registry of Existing Holders to be maintained by the Auction Agent. In accordance with the Securities Depository's normal procedures, on the MAPS Remarketing Date. In day after the event that Auction Date the MAPS Agent purchases this Note on the MAPS Remarketing Date, the MAPS Agent shall make or cause the Trustee to make payment to the DTC participant of each tendering beneficial owner hereof, by book-entry through DTC by the close of business on the MAPS Remarketing Date against delivery through DTC of such beneficial owner's interest herein, of 100% of the principal amount for this Note. If the MAPS Agent does not purchase this Note on the MAPS Remarketing Date, the Company may attempt to convert this Note to a new Interest Rate Mode; the interest rate transactions described above will be determined as provided above in "Interest Rate" and settlement will be effected as described under "Remarketing and Settlement" above. In any case, executed through the Company shall make or cause the Trustee to make payment of interest to each beneficial owner of this Note due on the MAPS Remarketing Date by book-entry through DTC by the close of business on the MAPS Remarketing Date. The transactions set forth above shall be executed on the MAPS Remarketing Date through DTC in accordance with the procedures of DTC, Securities Depository and the accounts of the respective DTC participants shall Agent Members at the Securities Depository will be debited and credited and this Note shall be Preferred Shares delivered by book-entry as necessary to effect the purchases and sales thereofof Preferred Shares as determined in the Auction. Transactions involving Purchasers will make payment through their Agent Members in next-day funds settled through the sale and purchase of Notes remarketed New York Clearing House to the Securities Depository against delivery by book entry through their Agent Members; the MAPS Agent on and after the MAPS Remarketing Date Securities Depository will settle make payment in immediately available funds through DTC's Same-Day Funds Settlement System. The tender and settlement procedures set forth aboveaccordance with its normal procedures, including provisions which now provide for payment in next-day funds settled through the New York Clearing House. If any Existing Holder selling Preferred Shares in an Auction fails to deliver such Preferred Shares, the Broker-Dealer of any person that was to have purchased such Preferred Shares in such Auction may deliver to such person a number of whole Preferred Shares that is less than the number of shares that otherwise was to be purchased by purchasers of this Note in the remarketing or for payment to selling beneficial owners of this Note, may be modified to the extent required by DTC or to the extent required to facilitate the tender and remarketing of this Note in certificated form, if the book-entry system is no longer available for this Note at the time of the remarketingsuch person. In additionsuch event, the MAPS Agent may, without the consent number of the Holders of the Notes, modify the settlement procedures set forth above in order Preferred Shares to facilitate the tender and settlement process. As long as DTC's nominee holds the certificates representing this Note in the book-entry system of DTC, no certificates for this Note be so delivered shall be delivered determined by any selling beneficial owner to reflect any transfer such Broker-Dealer. Delivery of such Notes effected in the remarketing.lesser number of Preferred Shares shall constitute good delivery. BROKER-DEALERS

Notification of Results; Settlement. Provided The Remarketing Agreement provides that, if the MAPS Agent Remarketing Dealer has previously notified the Company and the Trustee on the Notification Date of its intention to purchase this Note all of the TERMS on the MAPS Remarketing Initial Investor Maturity Date, the MAPS Agent shall Remarketing Dealer will notify the Company, the Trustee and DTC by telephone, confirmed in writing, by 4:00 p.m., New York City time, on the Determination third Business Day prior to the Initial Investor Maturity Date (if such date is not a Window Period Remarketing Date) or the Additional Remarketing Date (if the Initial Investor Maturity Date is a Window Period Remarketing Date), of the Interest Rate to Maturity. The Remarketing Agreement provides that, if the Initial Investor Maturity Date is a Window Period Remarketing Date, the Remarketing Dealer will provide the Company, the Trustee and DTC with notice in the manner contemplated by the preceding sentence, on the second Business Day prior to the Initial Investor Maturity Date, of the MAPS Window Period Interest RateRate which will initially be in effect. On each Remarketing Date, and this Note shall all of the TERMS will be automatically be delivered to the account of the Trustee, Trustee by book-entry through DTC pending payment of the purchase or redemption price therefortherefor as provided in the next following paragraph. The Remarketing Agreement provides that, if the Remarketing Dealer purchases the TERMS on the MAPS Remarketing Date. In the event that the MAPS Agent purchases this Note on the MAPS a Remarketing Date, the MAPS Agent shall Remarketing Dealer will make or cause the Trustee to make payment to the DTC participant (each, a "DTC Participant") of each tendering beneficial owner hereof, Holder of TERMS by book-entry through DTC by the close of business on the MAPS Remarketing Date such date against delivery through DTC of such beneficial ownerHolder's interest hereinTERMS, of 100% of the principal amount for this Note. If the MAPS Agent does not purchase this Note on the MAPS Remarketing Date, the Company may attempt to convert this Note to a new Interest Rate Mode; the interest rate will be determined as provided above in "Interest Rate" and settlement will be effected as described under "Remarketing and Settlement" above. In any case, the Company shall make or cause the Trustee to make payment of interest to each beneficial owner of this Note due on the MAPS Remarketing Date by book-entry through DTC by the close of business on the MAPS Remarketing Date. The transactions set forth above shall be executed on the MAPS Remarketing Date through DTC in accordance with the procedures of DTC, and the accounts of the respective DTC participants TERMS that shall be debited and credited and this Note shall be delivered by book-entry as necessary to effect the purchases and sales thereof. Transactions involving the sale and purchase of Notes remarketed by the MAPS Agent on and after the MAPS Remarketing Date will settle in immediately available funds through DTC's Same-Day Funds Settlement System. The tender and settlement procedures set forth above, including provisions for payment by purchasers of this Note in the remarketing or for payment to selling beneficial owners of this Note, may be modified to the extent required by DTC or to the extent required to facilitate the tender and remarketing of this Note in certificated form, if the book-entry system is no longer available for this Note at the time of the remarketing. In addition, the MAPS Agent may, without the consent of the Holders of the Notes, modify the settlement procedures set forth above in order to facilitate the tender and settlement process. As long as DTC's nominee holds the certificates representing this Note in the book-entry system of DTC, no certificates for this Note shall be delivered by any selling beneficial owner to reflect any transfer of such Notes effected in the remarketing.have been

Notification of Results; Settlement. Provided the MAPS Agent Callholder has previously notified the Company and the Trustee on the Notification Date of its intention to purchase this Note all tendered Notes on the MAPS REPS Remarketing Date, the MAPS Agent shall Callholder will notify the Company, the Trustee and DTC the Depositary by telephone, confirmed in writing, by 4:00 p.m., New York City time, on the Determination Date, of the MAPS Interest REPS Coupon Reset Rate, and this Note shall . All of the tendered Notes will be automatically delivered to the account of the Trustee, by book-entry through DTC the Depositary pending payment of the purchase price therefor, on the MAPS REPS Remarketing Date. In the event that the MAPS Agent Callholder purchases this Note the tendered Notes on the MAPS REPS Remarketing Date, the MAPS Agent shall Callholder will make or cause the Trustee to make payment to the DTC participant Participant of each tendering beneficial owner hereofBeneficial Owner of Notes, by book-entry through DTC the Depositary by the close of business on the MAPS REPS Remarketing Date against delivery through DTC the Depositary of such beneficial ownerBeneficial Owner's interest herein, of 100% of the principal amount for this Notetendered Notes. If the MAPS Agent Callholder does not purchase this Note all of the Notes on the MAPS REPS Remarketing Date, the Company may attempt to convert this Note the Notes to a new Interest Rate Mode; the , such interest rate will to be determined as provided above for in "Interest Rate" Section 205 hereof, and settlement will be effected as described under "Remarketing and Settlement" abovein this Section 304(b). In any case, the Company shall will make or cause the Trustee to make payment of interest to each beneficial owner Beneficial Owner of this Note Notes due on the MAPS REPS Remarketing Date by book-entry through DTC the Depositary by the close of business on the MAPS REPS Remarketing Date. The transactions set forth above shall in this subsection (b)(2) hereof will be executed on the MAPS REPS Remarketing Date through DTC the Depositary in accordance with the procedures of DTCthe Depositary, and the accounts of the respective DTC participants shall Participants will be debited and credited and this Note shall be the Notes delivered by book-entry as necessary to effect the purchases and sales thereof. Transactions involving the sale and purchase of Notes remarketed by the MAPS Agent Callholder on and after the MAPS a REPS Remarketing Date will settle in immediately available funds through DTCthe Depositary's Same-Day Funds Settlement System. The tender and settlement procedures set forth described above, including provisions for payment by purchasers of this Note Notes in the remarketing or for payment to selling beneficial owners Beneficial Owners of this Notetendered Notes, may be modified to the extent required by DTC the Depositary or to the extent required to facilitate the tender and remarketing of this Note Notes in certificated form, if the book-entry system is no longer available for this Note the Notes at the time of the remarketing. In addition, the MAPS Agent Callholder may, without in accordance with the consent terms of the Holders of the NotesIndenture, modify the tender and settlement procedures set forth above in order to facilitate the tender and settlement process. As long as DTCthe Depositary's nominee holds the certificates representing this Note any Notes in the book-entry system of DTCthe Depositary, no certificates for this Note shall such Notes will be delivered by any selling beneficial owner Beneficial Owner to reflect any transfer of such Notes effected in the remarketing.

Notification of Results; Settlement. Provided the MAPS Agent Call Holder has previously notified the Company and the Trustee on the Notification Date of its intention to purchase this Note all MVPs on the MAPS Remarketing DateJanuary 18, 2000 and subject to Section 7 below, the MAPS Calculation Agent shall will notify the Company, the Trustee and DTC by telephone, confirmed in writingwriting (which may include facsimile or other electronic transmission), by 4:00 p.m., New York City time, on the Determination Date, of the MAPS Interest RateRate to Maturity. If January 18, 2000 is the Interim Period Remarketing Date, the Calculation Agent will provide the Company, the Trustee and this Note DTC notice in accordance with the preceding sentence, on the second Business Day prior to January 18, 2000, of the Interim Period Interest Rate which will initially be in effect. All of the outstanding MVPs shall be automatically delivered to the account of the Trustee, by book-entry through DTC pending payment of the purchase price therefor, on the MAPS Remarketing Dateapplicable remarketing date. In the event that the MAPS Agent Call Holder purchases this Note the tendered MVPs on the MAPS Remarketing Dateany remarketing date, the MAPS Agent Call Holder shall make or cause the Trustee to make payment to the DTC participant Participant of each tendering beneficial owner hereofBeneficial Owner of MVPs, by book-entry through DTC by no later than the close of business on the MAPS Remarketing Date applicable remarketing date against delivery through DTC of such beneficial ownerBeneficial Owner's interest hereintendered MVPs, of 100% of the principal amount of the tendered MVPs that have been purchased for this Noteremarketing by the Call Holder. If the MAPS Agent Call Holder does not purchase this Note all of the MVPs on any remarketing date, it shall be the MAPS Remarketing Date, obligation of the Company may attempt to convert this Note make or cause to a new Interest Rate Mode; be made such payment for the interest rate will be determined MVPs, as provided above in "Interest Rate" and settlement will be effected as described under "Remarketing and Settlement" aboveSection 6 hereof. In any case, the Company shall make or cause the Trustee to make payment of interest to each beneficial owner Beneficial Owner of this Note MVPs due on the MAPS Remarketing Date any remarketing date by book-entry through DTC by no later than the close of business on the MAPS Remarketing Date. The transactions set forth above shall be executed on the MAPS Remarketing Date through DTC in accordance with the procedures of DTC, and the accounts of the respective DTC participants shall be debited and credited and this Note shall be delivered by book-entry as necessary to effect the purchases and sales thereof. Transactions involving the sale and purchase of Notes remarketed by the MAPS Agent on and after the MAPS Remarketing Date will settle in immediately available funds through DTC's Same-Day Funds Settlement System. The tender and settlement procedures set forth above, including provisions for payment by purchasers of this Note in the such remarketing or for payment to selling beneficial owners of this Note, may be modified to the extent required by DTC or to the extent required to facilitate the tender and remarketing of this Note in certificated form, if the book-entry system is no longer available for this Note at the time of the remarketing. In addition, the MAPS Agent may, without the consent of the Holders of the Notes, modify the settlement procedures set forth above in order to facilitate the tender and settlement process. As long as DTC's nominee holds the certificates representing this Note in the book-entry system of DTC, no certificates for this Note shall be delivered by any selling beneficial owner to reflect any transfer of such Notes effected in the remarketingdate.

Notification of Results; Settlement. Provided the MAPS SPURS Agent has previously notified the Company and the Trustee on the Notification Date of its intention to purchase this Note all tendered Notes on the MAPS SPURS Remarketing Date, the MAPS SPURS Agent shall notify the Company, the Trustee and DTC by telephone, confirmed in writing, by 4:00 p.m., New York City time, on the Determination Date, of the MAPS SPURS Interest Rate, and this Note . All of the tendered Notes shall be automatically delivered to the account of the Trustee, by book-entry through DTC pending payment of the purchase price therefor, on the MAPS SPURS Remarketing Date. In the event that the MAPS SPURS Agent purchases this Note the tendered Notes on the MAPS SPURS Remarketing Date, the MAPS SPURS Agent shall make or cause the Trustee to make payment to the DTC participant Participant of each tendering beneficial owner hereofBeneficial Owner of Notes, by book-entry through DTC by the close of business on the MAPS SPURS Remarketing Date against delivery through DTC of such beneficial ownerBeneficial Owner's interest hereintendered Notes, of 100% of the principal amount of the tendered Notes that have been purchased for this Noteremarketing by the SPURS Agent. If the MAPS SPURS Agent does not purchase this Note all of the Notes on the MAPS SPURS Remarketing Date, the Company may attempt to convert this Note the Notes to a new Interest Rate Mode; the interest rate will be determined as provided above in "Interest Rate" Section 204 and settlement will be effected as described under "Remarketing and Settlement" aboveabove in Section 207(b) or Section 207(c), as the case may be. In any case, the Company shall make or cause the Trustee to make payment of interest to each beneficial owner Beneficial Owner of this Note Notes due on the MAPS SPURS Remarketing Date by book-entry through DTC by the close of business on the MAPS SPURS Remarketing Date. The transactions set forth above in this Section 303 shall be executed on the MAPS SPURS Remarketing Date through DTC in accordance with the procedures of DTC, and the accounts of the respective DTC participants shall will be debited and credited and this Note shall be the Notes delivered by book-entry as necessary to effect the purchases and sales thereof. Transactions involving the sale and purchase of Notes remarketed by the MAPS Agent on and after the MAPS Remarketing Date will settle in immediately available funds through DTC's Same-Day Funds Settlement System. The tender and settlement procedures set forth above, including provisions for payment by purchasers of this Note in the remarketing or for payment to selling beneficial owners of this Note, may be modified to the extent required by DTC or to the extent required to facilitate the tender and remarketing of this Note in certificated form, if the book-entry system is no longer available for this Note at the time of the remarketing. In addition, the MAPS Agent may, without the consent of the Holders of the Notes, modify the settlement procedures set forth above in order to facilitate the tender and settlement process. As long as DTC's nominee holds the certificates representing this Note in the book-entry system of DTC, no certificates for this Note shall be delivered by any selling beneficial owner to reflect any transfer of such Notes effected in the remarketing.

Notification of Results; Settlement. Provided the MAPS Agent Callholder has previously notified the Company and the Trustee on the Notification Date of its intention to purchase this Note all tendered Notes on the MAPS REPS Remarketing Date, the MAPS Agent shall Callholder will notify the Company, the Trustee and DTC the Depositary by telephone, confirmed in writing, by 4:00 p.m., New York City time, on the Determination Date, of the MAPS REPS Interest Rate, and this Note shall . All of the tendered Notes will be automatically delivered to the account of the Trustee, by book-entry through DTC the Depositary pending payment of the purchase price therefor, on the MAPS REPS Remarketing Date. In the event that the MAPS Agent Callholder purchases this Note the tendered Notes on the MAPS REPS Remarketing Date, the MAPS Agent shall Callholder will make or cause the Trustee to make payment to the DTC participant Participant of each tendering beneficial owner hereofBeneficial Owner of Notes, by book-entry through DTC the Depositary by the close of business on the MAPS REPS Remarketing Date against delivery through DTC the Depositary of such beneficial ownerBeneficial Owner's interest herein, of 100% of the principal amount for this Notetendered Notes. If the MAPS Agent Callholder does not purchase this Note all of the Notes on the MAPS REPS Remarketing Date, the Company may attempt to convert this Note the Notes to a new Interest Rate Mode; the , such interest rate will to be determined as provided above for in "Interest Rate" Section 205 hereof, and settlement will be effected as described under "Remarketing and Settlement" abovein this Section 304(b). In any case, the Company shall will make or cause the Trustee to make payment of interest to each beneficial owner Beneficial Owner of this Note Notes due on the MAPS REPS Remarketing Date by book-entry through DTC the Depositary by the close of business on the MAPS REPS Remarketing Date. The transactions set forth above shall in this subsection (b)(2) hereof will be executed on the MAPS REPS Remarketing Date through DTC the Depositary in accordance with the procedures of DTCthe Depositary, and the accounts of the respective DTC participants shall Participants will be debited and credited and this Note shall be the Notes delivered by book-entry as necessary to effect the purchases and sales thereof. Transactions involving the sale and purchase of Notes remarketed by the MAPS Agent Callholder on and after the MAPS a REPS Remarketing Date will settle in immediately available funds through DTCthe Depositary's Same-Day Funds Settlement System. The tender and settlement procedures set forth described above, including provisions for payment by purchasers of this Note Notes in the remarketing or for payment to selling beneficial owners Beneficial Owners of this Notetendered Notes, may be modified to the extent required by DTC the Depositary or to the extent required to facilitate the tender and remarketing of this Note Notes in certificated form, if the book-entry system is no longer available for this Note the Notes at the time of the remarketing. In addition, the MAPS Agent Callholder may, without in accordance with the consent terms of the Holders of the NotesIndenture, modify the tender and settlement procedures set forth above in order to facilitate the tender and settlement process. As long as DTCthe Depositary's nominee holds the certificates representing this Note any Notes in the book-entry system of DTCthe Depositary, no certificates for this Note shall such Notes will be delivered by any selling beneficial owner Beneficial Owner to reflect any transfer of such Notes effected in the remarketing. Section 305. Conversion or Redemption Following Election by the Callholder to Remarket (a) If the Callholder elects to remarket the Notes on the REPS Remarketing Date, the Notes will be subject to mandatory tender to the Callholder for remarketing on such date, in each case subject to the conditions set forth in Section 304 hereof, and to the Company's right to either convert the Notes to a new Interest Rate Mode on the REPS Remarketing Date or to redeem the Notes from the Callholder, in each case as described in the next sentence. The Company will notify the Callholder and the Trustee, not later than the Business Day immediately preceding the Determination Date, if the Company irrevocably elects to exercise its right to either convert the Notes to a new Interest Rate Mode, or to redeem the Notes in whole, but not in part, from the Callholder at the Optional Redemption Price, in each case on the REPS Remarketing Date. (b) In the event that the Company irrevocably elects to convert the Notes to a new Interest Rate Mode, then as of the REPS Remarketing Date the Notes will cease to be in the REPS Mode, the REPS Remarketing Date will constitute an Interest Rate Adjustment Date, and the Notes shall be subject to remarketing on such date by a Remarketing Agent appointed in the Commercial Paper Term Mode or the Long Term Rate Mode or a new REPS Mode established in accordance with the procedures set forth in Section 207 hereof; provided that, in such case, the notice period required for conversion shall be the period commencing on the Determination Date. In such case, the Company shall pay to the Callholder the excess of the Dollar Price of the Notes over 100% of the principal amount of the Notes in same-day funds by wire transfer to an account designated by the Callholder on the REPS Remarketing Date. (c) In the event that the Company irrevocably elects to redeem the Notes, the "Optional Redemption Price" shall be the greater of either (i) 100% of the principal amount of the Notes or (ii) the Dollar Price, plus in either case accrued and unpaid interest from the REPS Remarketing Date on the principal amount being redeemed to the date of redemption. If the Company elects to redeem the Notes, it shall pay the redemption price therefor in same-day funds by wire transfer to an account designated by the Callholder on the REPS Remarketing Date. (d) If notice has been given as provided in the Indenture and funds for the redemption of any Notes called for redemption shall have been made available on the redemption date referred to in such notice, such Notes shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Callholder from and after the redemption date shall be to receive payment of the Optional Redemption Price upon surrender of such Notes in accordance with such notice.

Notification of Results; Settlement. Provided the MAPS Agent has previously notified the Company and the Trustee on the Notification Date of its intention to purchase this Note all tendered Notes on the MAPS Remarketing Date, the MAPS Agent shall notify the Company, the Trustee and DTC by telephone, confirmed in writing, by 4:00 p.m., New York City time, on the Determination Date, of the MAPS Interest Rate, and this Note . All of the tendered Notes shall be automatically delivered to the account of the Trustee, by book-entry through DTC pending payment of the purchase price therefor, on the MAPS Remarketing Date. In the event that the MAPS Agent purchases this Note the tendered Notes on the MAPS Remarketing Date, the MAPS Agent shall make or cause the Trustee to make payment to the DTC participant Participant of each tendering beneficial owner hereofBeneficial Owner of Notes, by book-entry through DTC by the close of business on the MAPS Remarketing Date against delivery through DTC of such beneficial ownerBeneficial Owner's interest hereintendered Notes, of 100% of the principal amount of the tendered Notes that have been purchased for this Noteremarketing by the MAPS Agent. If the MAPS Agent does not purchase this Note all of the Notes on the MAPS Remarketing Date, the Company may attempt to convert this Note the Notes to a new Interest Rate Mode; the interest rate will be determined as provided above in "Interest Rate" Section 204 and settlement will be effected as described under "Remarketing and Settlement" aboveabove in Section 207(b) or Section 207(c), as the case may be. In any case, the Company shall make or cause the Trustee to make payment of interest to each beneficial owner Beneficial Owner of this Note Notes due on the MAPS Remarketing Date by book-entry through DTC by the close of business on the MAPS Remarketing Date. The transactions set forth above in this Section 303 shall be executed on the MAPS Remarketing Date through DTC in accordance with the procedures of DTC, and the accounts of the respective DTC participants shall will be debited and credited and this Note shall be the Notes delivered by book-entry as necessary to effect the purchases and sales thereof. Transactions involving the sale and purchase of Notes remarketed by the MAPS Agent on and after the MAPS Remarketing Date will settle in immediately available funds through DTC's Same-Day Funds Settlement System. The tender and settlement procedures set forth above, including provisions for payment by purchasers of this Note Notes in the remarketing or for payment to selling beneficial owners Beneficial Owners of this Notetendered Notes, may be modified to the extent required by DTC or to the extent required to facilitate the tender and remarketing of this Note Notes in certificated form, if the book-entry system is no longer available for this Note the Notes at the time of the remarketing. In addition, the MAPS Agent may, without the consent of the Holders of the Notes, modify the settlement procedures set forth above in order to facilitate the tender and settlement process. As long as DTC's nominee holds the certificates representing this Note any Notes in the book-entry system of DTC, no certificates for this Note shall such Notes will be delivered by any selling beneficial owner Beneficial Owner to reflect any transfer of such Notes effected in the remarketing.

Notification of Results; Settlement. Provided the MAPS SPURS Agent has previously notified the Company and the Trustee on the Notification Date of its intention to purchase this Note on the MAPS SPURS Remarketing Date, the MAPS SPURS Agent shall notify the Company, the Trustee and DTC by telephone, confirmed in writing, by 4:00 p.m., New York City time, on the Determination Date, of the MAPS SPURS Interest Rate, and this Note shall be automatically delivered to the account of the Trustee, by book-entry through DTC pending payment of the purchase price therefor, on the MAPS SPURS Remarketing Date. In the event that the MAPS SPURS Agent purchases this Note on the MAPS SPURS Remarketing Date, the MAPS SPURS Agent shall make or cause the Trustee to make payment to the DTC participant of each tendering beneficial owner hereof, by book-entry through DTC by the close of business on the MAPS SPURS Remarketing Date against delivery through DTC of such beneficial owner's interest herein, of 100% of the principal amount for this Note. If the MAPS SPURS Agent does not purchase this Note on the MAPS SPURS Remarketing Date, the Company may attempt to convert this Note to a new Interest Rate Mode; the interest rate will be determined as provided above in "Interest Rate" and settlement will be effected as described under "Remarketing and Settlement" above. In any case, the Company shall make or cause the Trustee to make payment of interest to each beneficial owner of this Note due on the MAPS SPURS Remarketing Date by book-entry through DTC by the close of business on the MAPS SPURS Remarketing Date. The transactions set forth above shall be executed on the MAPS SPURS Remarketing Date through DTC in accordance with the procedures of DTC, and the accounts of the respective DTC participants shall be debited and credited and this Note shall be delivered by book-entry as necessary to effect the purchases and sales thereof. Transactions involving the sale and purchase of Notes remarketed by the MAPS Agent on and after the MAPS Remarketing Date will settle in immediately available funds through DTC's Same-Day Funds Settlement System. The tender and settlement procedures set forth above, including provisions for payment by purchasers of this Note in the remarketing or for payment to selling beneficial owners of this Note, may be modified to the extent required by DTC or to the extent required to facilitate the tender and remarketing of this Note in certificated form, if the book-entry system is no longer available for this Note at the time of the remarketing. In addition, the MAPS SPURS Agent may, without the consent of the Holders of the Notes, modify the settlement procedures set forth above in order to facilitate the tender and settlement process. As long as DTC's nominee holds the certificates representing this Note in the book-entry system of DTC, no certificates for this Note shall be delivered by any selling beneficial owner to reflect any transfer of such Notes effected in the remarketing.

Notification of Results; Settlement. Provided the MAPS Agent Callholder has previously notified the Company and the Trustee on the Notification Date of its intention to purchase this Note all tendered Notes on the MAPS ROARS Remarketing Date, the MAPS Agent shall Callholder will notify the Company, the Trustee and DTC the Depositary by telephone, confirmed in writing, by 4:00 p.m., New York City time, on the Determination Date, of the MAPS Interest ROARS Coupon Reset Rate, and this Note shall . All of the tendered Notes will be automatically delivered to the account of the Trustee, by book-entry through DTC the Depositary pending payment of the purchase price therefor, on the MAPS ROARS Remarketing Date. In the event that the MAPS Agent Callholder purchases this Note the tendered Notes on the MAPS ROARS Remarketing Date, the MAPS Agent shall Callholder will make or cause the Trustee to make payment to the DTC participant Participant of each tendering beneficial owner hereofBeneficial Owner of Notes, by book-entry through DTC the Depositary by the close of business on the MAPS ROARS Remarketing Date against delivery through DTC the Depositary of such beneficial ownerBeneficial Owner's interest herein, of 100% of the principal amount for this Notetendered Notes. If the MAPS Agent Callholder does not purchase this Note all of the Notes on the MAPS ROARS Remarketing Date, the Company may attempt to convert this Note the Notes to a new Interest Rate Mode; the , such interest rate will to be determined as provided above for in "Interest Rate" Section 205 hereof, and settlement will be effected as described under "Remarketing and Settlement" abovein this Section 304(b). In any case, the Company shall will make or cause the Trustee to make payment of interest to each beneficial owner Beneficial Owner of this Note Notes due on the MAPS ROARS Remarketing Date by book-entry through DTC the Depositary by the close of business on the MAPS ROARS Remarketing Date. The transactions set forth above shall in this subsection (b)(2) hereof will be executed on the MAPS ROARS Remarketing Date through DTC the Depositary in accordance with the procedures of DTCthe Depositary, and the accounts of the respective DTC participants shall Participants will be debited and credited and this Note shall be the Notes delivered by book-entry as necessary to effect the purchases and sales thereof. Transactions involving the sale and purchase of Notes remarketed by the MAPS Agent Callholder on and after the MAPS a ROARS Remarketing Date will settle in immediately available funds through DTCthe Depositary's Same-Day Funds Settlement System. The tender and settlement procedures set forth described above, including provisions for payment by purchasers of this Note Notes in the remarketing or for payment to selling beneficial owners Beneficial Owners of this Notetendered Notes, may be modified to the extent required by DTC the Depositary or to the extent required to facilitate the tender and remarketing of this Note Notes in certificated form, if the book-entry system is no longer available for this Note the Notes at the time of the remarketing. In addition, the MAPS Agent Callholder may, without in accordance with the consent terms of the Holders of the NotesIndenture, modify the tender and settlement procedures set forth above in order to facilitate the tender and settlement process. As long as DTCthe Depositary's nominee holds the certificates representing this Note any Notes in the book-entry system of DTCthe Depositary, no certificates for this Note shall such Notes will be delivered by any selling beneficial owner Beneficial Owner to reflect any transfer of such Notes effected in the remarketing.

Notification of Results; Settlement. Provided the MAPS SPURS Agent has previously notified the Company and the Trustee on the Notification Date of its intention to purchase this Note on the MAPS SPURS Remarketing Date, the MAPS SPURS Agent shall notify the Company, the Trustee and DTC by telephone, confirmed in writing, by 4:00 p.m., New York City time, on the Determination Date, of the MAPS SPURS Interest Rate, and this Note shall be automatically delivered to the account of the Trustee, by book-entry through DTC pending payment of the purchase price therefor, on the MAPS SPURS Remarketing Date. In the event that the MAPS SPURS Agent purchases this Note on the MAPS SPURS Remarketing Date, the MAPS SPURS Agent shall make or cause the Trustee to make payment to the DTC participant of each tendering beneficial owner hereof, by book-entry through DTC by the close of business on the MAPS SPURS Remarketing Date against delivery through DTC of such beneficial owner's interest herein, of 100% of the principal amount for this Note. If the MAPS SPURS Agent does not purchase this Note on the MAPS SPURS Remarketing Date, the Company may attempt to convert this Note to a new Interest Rate Mode; the interest rate will be determined as provided above in "Interest Rate" and settlement will be effected as described under "Remarketing and Settlement" above. In any case, the Company shall make or cause the Trustee to make payment of interest to each beneficial owner of this Note due on the MAPS SPURS Remarketing Date by book-entry through DTC by the close of business on the MAPS SPURS Remarketing Date. The transactions set forth above shall be executed on the MAPS SPURS Remarketing Date through DTC in accordance with the procedures of DTC, and the accounts of the respective DTC participants shall be debited and credited and this Note shall be delivered by book-entry as necessary to effect the purchases and sales thereof. Transactions involving the sale and purchase of Notes remarketed by the MAPS SPURS Agent on and after the MAPS SPURS Remarketing Date will settle in immediately available funds through DTC's Same-Day Funds Settlement System. The tender and settlement procedures set forth above, including provisions for payment by purchasers of this Note in the remarketing or for payment to selling beneficial owners of this Note, may be modified to the extent required by DTC or to the extent required to facilitate the tender and remarketing of this Note in certificated form, if the book-entry system is no longer available for this Note at the time of the remarketing. In addition, the MAPS SPURS Agent may, without the consent of the Holders of the Notes, modify the settlement procedures set forth above in order to facilitate the tender and settlement process. As long as DTC's nominee holds the certificates representing this Note in the book-entry system of DTC, no certificates for this Note shall be delivered by any selling beneficial owner to reflect any transfer of such Notes effected in the remarketing.