Common use of Notification of Results; Settlement Clause in Contracts

Notification of Results; Settlement. By 12:30 p.m., New York City time, on the Interest Rate Adjustment Date of any Notes, the applicable Remarketing Agent will notify the Company and the Trustee in writing (which may include facsimile or other electronic transmission), of (i) the interest rate or, in the case of a floating interest rate, the initial interest rate, the Spread and Spread Multiplier and the initial Interest Reset Date, applicable to such Notes for the next Interest Rate Period, (ii) the Interest Rate Adjustment Date, (iii) the Interest Payment Dates for any Notes in the Commercial Paper Term Mode (if other than the Interest Rate Adjustment Date), the Long Term Rate Mode or the SPURS Mode, (iv) the optional redemption terms, if any, and early remarketing terms, if any, in the case of a remarketing into a Long Term Rate Period, (v) the aggregate principal amount of tendered Notes and (vi) the aggregate principal amount of such tendered Notes that such Remarketing Agent was able to remarket, at a price equal to 100% of the principal amount thereof plus accrued interest, if any. Immediately after receiving such notice and, in any case, not later than 1:30 p.m., New York City time, the Trustee will transmit such information and any other settlement information required by the Depositary, to the extent such information has been provided to the Trustee, to the Depositary in accordance with the Depositary's procedures as in effect from time to time. By telephone at approximately 1:00 p.m., New York City time, on such Interest Rate Adjustment Date, the applicable Remarketing Agent will advise each purchaser of Notes (or the DTC Participant of each such purchaser who it is expected in turn will advise such purchaser) of the principal amount of such Notes that such purchaser is to purchase. Each purchaser of Notes in a remarketing will be required to give instructions to its DTC Participant to pay the purchase price therefor in same day funds to the applicable Remarketing Agent against delivery of the principal amount of such Notes by book-entry through the Depositary by 3:00 p.m., New York City time, on the Interest Rate Adjustment Date. All tendered Notes will be automatically delivered to the account of the Trustee (or such other account meeting the requirements of the Depositary's procedures as in effect from time to time), by book-entry through the Depositary against payment of the purchase price or redemption price therefor, on the Interest Rate Adjustment Date relating thereto. The applicable Remarketing Agent will make, or cause the Trustee to make, payment to the DTC Participant of each tendering Beneficial Owner of Notes subject to a remarketing, by book-entry through the Depositary by the close of business on the Interest Rate Adjustment Date against delivery through the Depositary of such Beneficial Owner's tendered Notes, of the purchase price for tendered Notes that have been sold in the remarketing. If any such Notes were purchased pursuant to a Special Mandatory Purchase, subject to receipt of funds from the Company or, if applicable, an institution providing credit support, as the case may be, the Trustee will make such payment of the purchase price of such Notes plus accrued interest, if any, to such date. The transactions described above for a remarketing of any Notes will be executed on the Interest Rate Adjustment Date for such Notes through the Depositary in accordance with the procedures of the Depositary, and the accounts of the respective the DTC Participants will be debited and credited and such Notes delivered by book-entry as necessary to effect the purchases and sales thereof, in each case as determined in the related remarketing. Except as otherwise set forth in Section 210 hereof, any Notes tendered in a remarketing will be purchased solely out of the proceeds received from purchasers of such Notes in such remarketing, and none of the Trustee, the applicable Remarketing Agent, any Standby Remarketing Agent or the Company will be obligated to provide funds to make payment upon any Beneficial Owner's tender in a remarketing. Although tendered Notes will be subject to purchase by a Remarketing Agent in a remarketing, such Remarketing Agent and any Standby Remarketing Agent will not be obligated to purchase any such Notes. The settlement and remarketing procedures described above, including provisions for payment by purchasers of tendered Notes or for payment to selling Beneficial Owners of tendered Notes, may be modified to the extent required by the Depositary. In addition, each Remarketing Agent may, in accordance with the terms of the Indenture, modify the settlement and remarketing procedures set forth above in order to facilitate the settlement and remarketing process. As long as the Depositary's nominee holds the certificates representing the Notes in the book-entry system of the Depositary, no certificates for such Notes will be delivered by any selling Beneficial Owner to reflect any transfer of Notes effected in any remarketing. The Trustee shall confirm to the Depositary the interest rate for the following Interest Rate Period in accordance with the Depositary's procedures as in effect from time to time. The interest rate announced by the applicable Remarketing Agent, absent manifest error, shall be binding and conclusive upon the Beneficial Owners, the Company and the Trustee. (c)

Notification of Results; Settlement. By 12:30 Provided the SPURS Agent has previously notified the Company and the Trustee on the Notification Date of its intention to purchase all tendered Notes on the SPURS Remarketing Date, the SPURS Agent will notify the Company, the Trustee and the Depositary by telephone, confirmed in writing, by 4:00 p.m., New York City time, on the Interest Rate Adjustment Date of any Notes, the applicable Remarketing Agent will notify the Company and the Trustee in writing (which may include facsimile or other electronic transmission)Determination Date, of (i) the interest rate or, in the case of a floating interest rate, the initial interest rate, the Spread and Spread Multiplier and the initial Interest Reset Date, applicable to such Notes for the next Interest Rate Period, (ii) the Interest Rate Adjustment Date, (iii) the Interest Payment Dates for any Notes in the Commercial Paper Term Mode (if other than the Interest Rate Adjustment Date), the Long Term Rate Mode or the SPURS Mode, (iv) the optional redemption terms, if any, and early remarketing terms, if any, in the case of a remarketing into a Long Term Rate Period, (v) the aggregate principal amount of tendered Notes and (vi) the aggregate principal amount of such tendered Notes that such Remarketing Agent was able to remarket, at a price equal to 100% Interest Rate. All of the principal amount thereof plus accrued interest, if any. Immediately after receiving such notice and, in any case, not later than 1:30 p.m., New York City time, the Trustee will transmit such information and any other settlement information required by the Depositary, to the extent such information has been provided to the Trustee, to the Depositary in accordance with the Depositary's procedures as in effect from time to time. By telephone at approximately 1:00 p.m., New York City time, on such Interest Rate Adjustment Date, the applicable Remarketing Agent will advise each purchaser of Notes (or the DTC Participant of each such purchaser who it is expected in turn will advise such purchaser) of the principal amount of such Notes that such purchaser is to purchase. Each purchaser of Notes in a remarketing will be required to give instructions to its DTC Participant to pay the purchase price therefor in same day funds to the applicable Remarketing Agent against delivery of the principal amount of such Notes by book-entry through the Depositary by 3:00 p.m., New York City time, on the Interest Rate Adjustment Date. All tendered Notes will be automatically delivered to the account of the Trustee (or such other account meeting the requirements of the Depositary's procedures as in effect from time to time)Trustee, by book-entry through the Depositary against pending payment of the purchase price or redemption price therefor, on the Interest Rate Adjustment Date relating theretoSPURS Remarketing Date. The applicable In the event that the SPURS Agent purchases the tendered Notes on the SPURS Remarketing Date, the SPURS Agent will make, make or cause the Trustee to make, make payment to the DTC Participant of each tendering Beneficial Owner of Notes subject to a remarketingNotes, by book-entry through the Depositary by the close of business on the Interest Rate Adjustment SPURS Remarketing Date against delivery through the Depositary of such Beneficial Owner's tendered Notes, . If the SPURS Agent does not purchase all of the purchase price for tendered Notes that have been sold in on the remarketing. If any such SPURS Remarketing Date, the Company may attempt to convert the Notes were purchased pursuant to a Special Mandatory Purchasenew Interest Rate Mode, subject such interest rate to receipt of funds from be determined as provided for in Section 205 hereof, and settlement will be effected as described in this Section 304(b). In any case, the Company or, if applicable, an institution providing credit support, as the case may be, will make or cause the Trustee will to make such payment of interest to each Beneficial Owner of Notes due on the purchase price SPURS Remarketing Date by book-entry through the Depositary by the close of such Notes plus accrued interest, if any, to such datebusiness on the SPURS Remarketing Date. The transactions described above for a remarketing of any Notes in this subsection (b)(2) hereof will be executed on the Interest Rate Adjustment SPURS Remarketing Date for such Notes through the Depositary in accordance with the procedures of the Depositary, and the accounts of the respective the DTC Participants will be debited and credited and such 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 SPURS Agent on and after a SPURS Remarketing Date will settle in each case as determined in immediately available funds through the related remarketing. Except as otherwise set forth in Section 210 hereof, any Notes tendered in a remarketing will be purchased solely out of the proceeds received from purchasers of such Notes in such remarketing, and none of the Trustee, the applicable Remarketing Agent, any Standby Remarketing Agent or the Company will be obligated to provide funds to make payment upon any Beneficial OwnerDepositary's tender in a remarketing. Although tendered Notes will be subject to purchase by a Remarketing Agent in a remarketing, such Remarketing Agent and any Standby Remarketing Agent will not be obligated to purchase any such NotesSame-Day Funds Settlement System. The tender and settlement and remarketing procedures described above, including provisions for payment by purchasers of tendered Notes in the remarketing or for payment to selling Beneficial Owners of tendered Notes, may be modified to the extent required by the DepositaryDepositary or to the extent required to facilitate the tender and remarketing of Notes in certificated form, if the book-entry system is no longer available for the Notes at the time of the remarketing. In addition, each Remarketing the SPURS Agent may, in accordance with the terms of the Indenture, modify the tender and settlement and remarketing procedures set forth above in order to facilitate the tender and settlement and remarketing process. As long as the Depositary's nominee holds the certificates representing the any Notes in the book-entry system of the Depositary, no certificates for such Notes will be delivered by any selling Beneficial Owner to reflect any transfer of such Notes effected in any the remarketing. The Trustee shall confirm Section 305. Conversion or Redemption Following Election by the SPURS Agent to Remarket (a) If the SPURS Agent elects to remarket the Notes on the SPURS Remarketing Date, the Notes will be subject to mandatory tender to the Depositary SPURS Agent for remarketing on such date, in each case subject to the interest rate for conditions set forth in Section 304 hereof, and to the following Company's right to either convert the Notes to a new Interest Rate Period Mode on the SPURS Remarketing Date or to redeem the Notes from the SPURS Agent, in each case as described in the next sentence. The Company will notify the SPURS Agent 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 SPURS Agent at the Optional Redemption Price, in each case on the SPURS 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 SPURS Remarketing Date the Notes will cease to be in the SPURS Mode, the SPURS 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 SPURS Mode established in accordance with the Depositary's procedures as set forth in effect from time to time. The interest rate announced by Section 207 hereof; provided that, in such case, the applicable Remarketing Agent, absent manifest error, notice period required for conversion shall be binding and conclusive upon the Beneficial Ownersperiod commencing on the Determination Date. In such case, the Company and shall pay to the TrusteeSPURS Agent 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 SPURS Agent on the SPURS 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 SPURS 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 SPURS Agent on the SPURS 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 SPURS Agent 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. By 12:30 p.m., New York City time, on the Interest Rate Adjustment Date of for any Notes, the applicable Remarketing Agent will notify the Company and the Trustee in writing (which may include facsimile or other electronic transmission), of (i) the interest rate or, in the case of a floating interest rate, the initial interest rate, the Spread and Spread Multiplier and the initial Initial Interest Reset Date, applicable to such Notes for the next Interest Rate Period, (ii) the Interest Rate Adjustment Date, (iii) the Interest Payment Dates Dates, for any Notes in the Commercial Paper Term Mode (if other than the Interest Rate Adjustment Date), the Long Term Rate Mode or the SPURS Mode, (iv) the optional redemption terms, if any, and early remarketing terms, if any, in the case of a remarketing into a Long Term Rate Period, (v) the aggregate principal amount of tendered Notes and (vi) the aggregate principal amount of such tendered Notes that which such Remarketing Agent was able to remarket, at a price equal to 100% of the principal amount thereof plus accrued interest, if any. Immediately after receiving such notice andnotice, and in any case, not later than 1:30 p.m., p.m. New York City time, the Trustee will transmit such information and any other settlement information required by the Depositary, DTC to the extent such information has been provided to the Trustee, to the Depositary DTC in accordance with the DepositaryDTC's procedures as in effect from time to time. By telephone at approximately 1:00 p.m., New York City time, on such Interest Rate Adjustment Date, the applicable Remarketing Agent will advise each purchaser of such Notes (or the DTC Participant participant of each such purchaser who it is expected in turn will advise such purchaser) of the principal amount of such Notes that such purchaser is to purchase. Each purchaser of Notes in a remarketing will be required to give instructions to its DTC Participant participant to pay the purchase price therefor in same day funds to the applicable Remarketing Agent against delivery of the principal amount of such Notes by book-entry through the Depositary DTC by 3:00 p.m., New York City time, on the Interest Rate Adjustment Date. All tendered Notes will be automatically delivered to the account of the Trustee (or such other account meeting the requirements of the DepositaryDTC's procedures as in effect from time to time), by book-entry through the Depositary DTC against payment of the purchase price or redemption price therefor, on the Interest Rate Adjustment Date relating thereto. The applicable Remarketing Agent will make, or cause the Trustee to make, payment to the DTC Participant of each tendering Beneficial Owner of Notes subject to a remarketing, by book-entry through the Depositary by the close of business on the Interest Rate Adjustment Date against delivery through the Depositary of such Beneficial Owner's tendered Notes, of the purchase price for tendered Notes that have been sold in the remarketing. If any such Notes were purchased pursuant to a Special Mandatory Purchase, subject to receipt of funds from the Company or, if applicable, an institution providing credit support, as the case may be, the Trustee will make such payment of the purchase price of such Notes plus accrued interest, if any, to such date. The transactions described above for a remarketing of any Notes will be executed on the Interest Rate Adjustment Date for such Notes through the Depositary in accordance with the procedures of the Depositary, and the accounts of the respective the DTC Participants will be debited and credited and such Notes delivered by book-entry as necessary to effect the purchases and sales thereof, in each case as determined in the related remarketing. Except as otherwise set forth in Section 210 hereof, any Notes tendered in a remarketing will be purchased solely out of the proceeds received from purchasers of such Notes in such remarketing, and none of the Trustee, the applicable Remarketing Agent, any Standby Remarketing Agent or the Company will be obligated to provide funds to make payment upon any Beneficial Owner's tender in a remarketing. Although tendered Notes will be subject to purchase by a Remarketing Agent in a remarketing, such Remarketing Agent and any Standby Remarketing Agent will not be obligated to purchase any such Notes. The settlement and remarketing procedures described above, including provisions for payment by purchasers of tendered Notes or for payment to selling Beneficial Owners of tendered Notes, may be modified to the extent required by the Depositary. In addition, each Remarketing Agent may, in accordance with the terms of the Indenture, modify the settlement and remarketing procedures set forth above in order to facilitate the settlement and remarketing process. As long as the Depositary's nominee holds the certificates representing the Notes in the book-entry system of the Depositary, no certificates for such Notes will be delivered by any selling Beneficial Owner to reflect any transfer of Notes effected in any remarketing. The Trustee shall confirm to the Depositary the interest rate for the following Interest Rate Period in accordance with the Depositary's procedures as in effect from time to time. The interest rate announced by the applicable Remarketing Agent, absent manifest error, shall be binding and conclusive upon the Beneficial Owners, the Company and the Trustee. (c).

Notification of Results; Settlement. By 12:30 p.m., New York City time, on the Interest Rate Adjustment Date of for any Notes, the applicable Remarketing Agent will notify the Company and the Trustee in writing (which may include facsimile or other electronic transmission), of (i) the interest rate or, in the case of a floating interest rate, the initial interest rate, the Spread and Spread Multiplier and the initial Initial Interest Reset Date, applicable to such Notes for the next Interest Rate Period, (ii) the Interest Rate Adjustment Date, (iii) the Interest Payment Dates Dates, for any Notes in the Commercial Paper Term Mode (if other than the Interest Rate Adjustment Date), the Long Term Rate Mode or the SPURS Mode, (iv) the optional redemption terms, if any, and early remarketing terms, if any, in the case of a remarketing into a Long Term Rate Period, (v) the aggregate principal amount of tendered Notes and (vi) the aggregate principal amount of such tendered Notes that which such Remarketing Agent was able to remarket, at a price equal to 100% of the principal amount thereof plus accrued interest, if any. Immediately after receiving such notice andnotice, and in any case, not later than 1:30 p.m., p.m. New York City time, the Trustee will transmit such information and any other settlement information required by the Depositary, DTC to the extent such information has been provided to the Trustee, to the Depositary DTC in accordance with the DepositaryDTC's procedures as in effect from time to time. By telephone at approximately 1:00 p.m., New York City time, on such Interest Rate Adjustment Date, the applicable Remarketing Agent will advise each purchaser of such Notes (or the DTC Participant of each such purchaser who it is expected in turn will advise such purchaser) of the principal amount of such Notes that such purchaser is to purchase. Each purchaser of Notes in a remarketing will be required to give instructions to its DTC Participant to pay the purchase price therefor in same day funds to the applicable Remarketing Agent against delivery of the principal amount of such Notes by book-entry through the Depositary by 3:00 p.m., New York City time, on the Interest Rate Adjustment Date. All tendered Notes will be automatically delivered to the account of the Trustee (or such other account meeting the requirements of the Depositary's procedures as in effect from time to time), by book-entry through the Depositary against payment of the purchase price or redemption price therefor, on the Interest Rate Adjustment Date relating thereto. The applicable Remarketing Agent will make, or cause the Trustee to make, payment to the DTC Participant of each tendering Beneficial Owner of Notes subject to a remarketing, by book-entry through the Depositary by the close of business on the Interest Rate Adjustment Date against delivery through the Depositary of such Beneficial Owner's tendered Notes, of the purchase price for tendered Notes that have been sold in the remarketing. If any such Notes were purchased pursuant to a Special Mandatory Purchase, subject to receipt of funds from the Company or, if applicable, an institution providing credit support, as the case may be, the Trustee will make such payment of the purchase price of such Notes plus accrued interest, if any, to such date. The transactions described above for a remarketing of any Notes will be executed on the Interest Rate Adjustment Date for such Notes through the Depositary in accordance with the procedures of the Depositary, and the accounts of the respective the DTC Participants will be debited and credited and such Notes delivered by book-entry as necessary to effect the purchases and sales thereof, in each case as determined in the related remarketing. Except as otherwise set forth in Section 210 hereof, any Notes tendered in a remarketing will be purchased solely out of the proceeds received from purchasers of such Notes in such remarketing, and none of the Trustee, the applicable Remarketing Agent, any Standby Remarketing Agent or the Company will be obligated to provide funds to make payment upon any Beneficial Owner's tender in a remarketing. Although tendered Notes will be subject to purchase by a Remarketing Agent in a remarketing, such Remarketing Agent and any Standby Remarketing Agent will not be obligated to purchase any such Notes. The settlement and remarketing procedures described above, including provisions for payment by purchasers of tendered Notes or for payment to selling Beneficial Owners of tendered Notes, may be modified to the extent required by the Depositary. In addition, each Remarketing Agent may, in accordance with the terms of the Indenture, modify the settlement and remarketing procedures set forth above in order to facilitate the settlement and remarketing process. As long as the Depositary's nominee holds the certificates representing the Notes in the book-entry system of the Depositary, no certificates for such Notes will be delivered by any selling Beneficial Owner to reflect any transfer of Notes effected in any remarketing. The Trustee shall confirm to the Depositary the interest rate for the following Interest Rate Period in accordance with the Depositary's procedures as in effect from time to time. The interest rate announced by the applicable Remarketing Agent, absent manifest error, shall be binding and conclusive upon the Beneficial Owners, the Company and the Trustee. (c)

Notification of Results; Settlement. By 12:30 p.m., New York City time, on the Interest Rate Adjustment Date of for any Notes, the applicable Remarketing Agent will notify the Company and the Trustee in writing (which may include facsimile or other electronic transmission), of (i) the interest rate or, in the case of a floating interest rate, the initial interest rate, the Spread and Spread Multiplier and the initial Initial Interest Reset Date, applicable to such Notes for the next Interest Rate Period, (ii) the Interest Rate Adjustment Date, (iii) the Interest Payment Dates Dates, for any Notes in the Commercial Paper Term Mode (if other than the Interest Rate Adjustment Date), the Long Term Rate Mode or the SPURS MAPS Mode, (iv) the optional redemption terms, if any, and early remarketing terms, if any, in the case of a remarketing into a Long Term Rate Period, (v) the aggregate principal amount of tendered Notes and (vi) the aggregate principal amount of such tendered Notes that which such Remarketing Agent was able to remarket, at a price equal to 100% of the principal amount thereof plus accrued interest, if any. Immediately after receiving such notice andnotice, and in any case, not later than 1:30 p.m., p.m. New York City time, the Trustee will transmit such information and any other settlement information required by the Depositary, DTC to the extent such information has been provided to the Trustee, to the Depositary DTC in accordance with the DepositaryDTC's procedures as in effect from time to time. By telephone at approximately 1:00 p.m., New York City time, on such Interest Rate Adjustment Date, the applicable Remarketing Agent will advise each purchaser of such Notes (or the DTC Participant participant of each such purchaser who it is expected in turn will advise such purchaser) of the principal amount of such Notes that such purchaser is to purchase. Each purchaser of Notes in a remarketing will be required to give instructions to its DTC Participant participant to pay the purchase price therefor in same day funds to the applicable Remarketing Agent against delivery of the principal amount of such Notes by book-entry through the Depositary DTC by 3:00 p.m., New York City time, on the Interest Rate Adjustment Date. All tendered Notes will be automatically delivered to the account of the Trustee (or such other account meeting the requirements of the DepositaryDTC's procedures as in effect from time to time), by book-entry through the Depositary DTC against payment of the purchase price or redemption price therefor, on the Interest Rate Adjustment Date relating thereto. The applicable Remarketing Agent will make, or cause the Trustee to make, payment to the DTC Participant participant of each tendering Beneficial Owner of Notes subject to a remarketing, by book-entry through the Depositary DTC by the close of business on the Interest Rate Adjustment Date against delivery through the Depositary DTC of such Beneficial Owner's tendered Notes, of the purchase price for tendered Notes that have been sold in the remarketing. If any such Notes were purchased pursuant to a Special Mandatory Purchase, subject to receipt of funds from the Company oror the Liquidity Provider, if applicable, an institution providing credit supportany, as the case may be, the Trustee will make such payment of the purchase price of such Notes plus accrued interest, if any, to such date. The transactions described above for a remarketing of any Notes will be executed on the Interest Rate Adjustment Date for such Notes through the Depositary DTC in accordance with the procedures of the DepositaryDTC, and the accounts of the respective the DTC Participants participants will be debited and credited and such Notes delivered by book-entry as necessary to effect the purchases and sales thereof, in each case as determined in the related remarketing. Except as otherwise set forth in Section 210 208 hereof, any Notes tendered in a remarketing will be purchased solely out of the proceeds received from purchasers of such Notes in such remarketing, and none of the Trustee, the applicable Remarketing Agent, any Standby Remarketing Agent or the Company will be obligated to provide funds to make payment upon any Beneficial Owner's tender in a remarketing. Although tendered Notes will be subject to purchase by a Remarketing Agent in a remarketing, such Remarketing Agent and any Standby Remarketing Agent will not be obligated to purchase any such Notes. The settlement and remarketing procedures described above, including provisions for payment by purchasers of tendered Notes or for payment to selling Beneficial Owners of tendered Notes, may be modified to the extent required by the DepositaryDTC. In addition, each Remarketing Agent may, in accordance with without the terms consent of the IndentureHolders of the Notes, modify the settlement and remarketing procedures set forth above in order to facilitate the settlement and remarketing process. As long as the DepositaryDTC's nominee holds the certificates representing the Notes in the book-entry system of the DepositaryDTC, no certificates for such Notes will be delivered by any selling Beneficial Owner to reflect any transfer of Notes effected in any remarketing. The Trustee shall confirm to the Depositary DTC the interest rate for the following Interest Rate Period in accordance with the DepositaryDTC's procedures as in effect from time to time. The interest rate announced by the applicable Remarketing Agent, absent manifest error, shall be binding and conclusive upon the Beneficial Owners, the Company and the Trustee. (c).

Notification of Results; Settlement. By 12:30 p.m., New York City time, on the Interest Rate Adjustment Date of any Notes, the applicable Remarketing Agent will notify the Company and the Trustee in writing (which may include facsimile or other electronic transmission), of (i) the interest rate or, in the case of a floating interest rate, the initial interest rate, the Spread and Spread Multiplier and the initial Interest Reset Date, applicable to such Notes for the next Interest Rate Period, (ii) the Interest Rate Adjustment Date, (iii) the Interest Payment Dates for any Notes in the Commercial Paper Term Mode (if other than the Interest Rate Adjustment Date), the Long Term Rate Mode or the SPURS ROARS Mode, (iv) the optional redemption terms, if any, and early remarketing terms, if any, in the case of a remarketing into a Long Term Rate Period, (v) the aggregate principal amount of tendered Notes and (vi) the aggregate principal amount of such tendered Notes that such Remarketing Agent was able to remarket, at a price equal to 100% of the principal amount thereof plus accrued interest, if any. Immediately after receiving such notice and, in any case, not later than 1:30 p.m., New York City time, the Trustee will transmit such information and any other settlement information required by the Depositary, to the extent such information has been provided to the Trustee, to the Depositary in accordance with the Depositary's procedures as in effect from time to time. By telephone at approximately 1:00 p.m., New York City time, on such Interest Rate Adjustment Date, the applicable Remarketing Agent will advise each purchaser of Notes (or the DTC Participant of each such purchaser who it is expected in turn will advise such purchaser) of the principal amount of such Notes that such purchaser is to purchase. Each purchaser of Notes in a remarketing will be required to give instructions to its DTC Participant to pay the purchase price therefor in same day funds to the applicable Remarketing Agent against delivery of the principal amount of such Notes by book-entry through the Depositary by 3:00 p.m., New York City time, on the Interest Rate Adjustment Date. All tendered Notes will be automatically delivered to the account of the Trustee (or such other account meeting the requirements of the Depositary's procedures as in effect from time to time), by book-entry through the Depositary against payment of the purchase price or redemption price therefor, on the Interest Rate Adjustment Date relating thereto. The applicable Remarketing Agent will make, or cause the Trustee to make, payment to the DTC Participant of each tendering Beneficial Owner of Notes subject to a remarketing, by book-entry through the Depositary by the close of business on the Interest Rate Adjustment Date against delivery through the Depositary of such Beneficial Owner's tendered Notes, of the purchase price for tendered Notes that have been sold in the remarketing. If any such Notes were purchased pursuant to a Special Mandatory Purchase, subject to receipt of funds from the Company or, if applicable, an institution providing credit support, as the case may be, the Trustee will make such payment of the purchase price of such Notes plus accrued interest, if any, to such date. The transactions described above for a remarketing of any Notes will be executed on the Interest Rate Adjustment Date for such Notes through the Depositary in accordance with the procedures of the Depositary, and the accounts of the respective the DTC Participants will be debited and credited and such Notes delivered by book-entry as necessary to effect the purchases and sales thereof, in each case as determined in the related remarketing. Except as otherwise set forth in Section 210 hereof, any Notes tendered in a remarketing will be purchased solely out of the proceeds received from purchasers of such Notes in such remarketing, and none of the Trustee, the applicable Remarketing Agent, any Standby Remarketing Agent or the Company will be obligated to provide funds to make payment upon any Beneficial Owner's tender in a remarketing. Although tendered Notes will be subject to purchase by a Remarketing Agent in a remarketing, such Remarketing Agent and any Standby Remarketing Agent will not be obligated to purchase any such Notes. The settlement and remarketing procedures described above, including provisions for payment by purchasers of tendered Notes or for payment to selling Beneficial Owners of tendered Notes, may be modified to the extent required by the Depositary. In addition, each Remarketing Agent may, in accordance with the terms of the Indenture, modify the settlement and remarketing procedures set forth above in order to facilitate the settlement and remarketing process. As long as the Depositary's nominee holds the certificates representing the Notes in the book-entry system of the Depositary, no certificates for such Notes will be delivered by any selling Beneficial Owner to reflect any transfer of Notes effected in any remarketing. The Trustee shall confirm to the Depositary the interest rate for the following Interest Rate Period in accordance with the Depositary's procedures as in effect from time to time. The interest rate announced by the applicable Remarketing Agent, absent manifest error, shall be binding and conclusive upon the Beneficial Owners, the Company and the Trustee. (c).

Notification of Results; Settlement. By 12:30 p.m., New York City time, on the Interest Rate Adjustment Date of for any Notes, the applicable Remarketing Agent will notify the Company and the Trustee in writing (which may include facsimile or other electronic transmission), of (i) the interest rate or, in the case of a floating interest rate, the initial interest rate, the Spread and Spread Multiplier and the initial Interest Reset Date, applicable to such Notes for the next Interest Rate Period, (ii) the Interest Rate Adjustment Date, (iii) the Interest Payment Dates Dates, for any Notes in the Commercial Paper Term Mode (if other than the Interest Rate Adjustment Date), the Long Term Rate Mode or the SPURS Fixed Interest Rate Mode, (iv) the optional redemption terms, if any, and early remarketing terms, if any, in the case of a remarketing into a Long Term Rate Period, (v) the aggregate principal amount of tendered Notes and (vi) the aggregate principal amount of such tendered Notes that which such Remarketing Agent was able to remarket, at a price equal to 100% of the principal amount thereof plus accrued interest, if any. Immediately after receiving such notice andnotice, and in any case, not later than 1:30 p.m., p.m. New York City time, the Trustee will transmit such information and any other settlement information required by the Depositary, DTC to the extent such information has been provided to the Trustee, to the Depositary DTC in accordance with the DepositaryDTC's procedures as in effect from time to time. By telephone at approximately 1:00 p.m., New York City time, on such Interest Rate Adjustment Date, the applicable Remarketing Agent will advise each purchaser of such Notes (or the DTC Participant participant of each such purchaser who it is expected in turn will advise such purchaser) of the principal amount of such Notes that such purchaser is to purchase. Each purchaser of Notes in a remarketing will be required to give instructions to its DTC Participant participant to pay the purchase price therefor in same day funds to the applicable Remarketing Agent against delivery of the principal amount of such Notes by book-book entry through the Depositary DTC by 3:00 p.m., New York City time, on the Interest Rate Adjustment Date. All tendered Any Notes will be automatically delivered to the account of the Trustee (or such other account meeting the requirements of the Depositary's procedures as bearing interest in effect from time to time), by book-entry through the Depositary against payment of the purchase price or redemption price therefor, on a Floating Interest Rate Mode for the Interest Rate Adjustment Date relating thereto. The applicable Remarketing Agent will make, or cause the Trustee to make, payment to the DTC Participant of each tendering Beneficial Owner of Notes subject to a remarketing, by book-entry through the Depositary by the close of business on the Interest Rate Adjustment Date against delivery through the Depositary of such Beneficial Owner's tendered Notes, of the purchase price for tendered Notes that have been sold in the remarketing. If any such Notes were purchased pursuant to a Special Mandatory Purchase, subject to receipt of funds from the Company or, if applicable, an institution providing credit support, as the case may be, the Trustee will make such payment of the purchase price of such Notes plus accrued interest, if any, to such date. The transactions described above for a remarketing of any Notes will be executed on the Interest Rate Adjustment Date for such Notes through the Depositary in accordance with the procedures of the Depositary, and the accounts of the respective the DTC Participants will be debited and credited and such Notes delivered by book-entry as necessary to effect the purchases and sales thereof, in each case as determined in the related remarketing. Except as otherwise set forth in Section 210 hereof, any Notes tendered in a remarketing will be purchased solely out of the proceeds received from purchasers of such Notes in such remarketing, and none of the Trustee, the applicable Remarketing Agent, any Standby Remarketing Agent or the Company will be obligated to provide funds to make payment upon any Beneficial Owner's tender in a remarketing. Although tendered Notes will be subject to purchase by a Remarketing Agent in a remarketing, such Remarketing Agent and any Standby Remarketing Agent will not be obligated to purchase any such Notes. The settlement and remarketing procedures described above, including provisions for payment by purchasers of tendered Notes or for payment to selling Beneficial Owners of tendered Notes, may be modified to the extent required by the Depositary. In addition, each Remarketing Agent may, in accordance with the terms of the Indenture, modify the settlement and remarketing procedures set forth above in order to facilitate the settlement and remarketing process. As long as the Depositary's nominee holds the certificates representing the Notes in the book-entry system of the Depositary, no certificates for such Notes will be delivered by any selling Beneficial Owner to reflect any transfer of Notes effected in any remarketing. The Trustee shall confirm to the Depositary the interest rate for the following Interest Rate Period in accordance with the Depositary's procedures as in effect from time to time. The interest rate announced by the applicable Remarketing Agent, absent manifest error, shall be binding and conclusive upon the Beneficial Owners, the Company and the Trustee. (c)immediately

Notification of Results; Settlement. By 12:30 p.m., New York City time, on the Interest Rate Adjustment Date of for any Notes, the applicable Remarketing Agent will notify the Company and the Trustee in writing (which may include facsimile or other electronic transmission), of (i) the interest rate or, in the case of a floating interest rate, the initial interest rate, the Spread and Spread Multiplier and the initial Initial Interest Reset Date, applicable to such Notes for the next Interest Rate Period, (ii) the Interest Rate Adjustment Date, (iii) the Interest Payment Dates Dates, for any Notes in the Commercial Paper Term Mode (if other than the Interest Rate Adjustment Date), the Long Term Rate Mode or the SPURS Mode, (iv) the optional 21 22 redemption terms, if any, and early remarketing terms, if any, in the case of a remarketing into a Long Term Rate Period, (v) the aggregate principal amount of tendered Notes and (vi) the aggregate principal amount of such tendered Notes that which such Remarketing Agent was able to remarket, at a price equal to 100% of the principal amount thereof plus accrued interest, if any. Immediately after receiving such notice andnotice, and in any case, not later than 1:30 p.m., p.m. New York City time, the Trustee will transmit such information and any other settlement information required by the Depositary, DTC to the extent such information has been provided to the Trustee, to the Depositary DTC in accordance with the DepositaryDTC's procedures as in effect from time to time. By telephone at approximately 1:00 p.m., New York City time, on such Interest Rate Adjustment Date, the applicable Remarketing Agent will advise each purchaser of such Notes (or the DTC Participant participant of each such purchaser who it is expected in turn will advise such purchaser) of the principal amount of such Notes that such purchaser is to purchase. Each purchaser of Notes in a remarketing will be required to give instructions to its DTC Participant participant to pay the purchase price therefor in same day funds to the applicable Remarketing Agent against delivery of the principal amount of such Notes by book-entry through the Depositary DTC by 3:00 p.m., New York City time, on the Interest Rate Adjustment Date. All tendered Notes will be automatically delivered to the account of the Trustee (or such other account meeting the requirements of the DepositaryDTC's procedures as in effect from time to time), by book-entry through the Depositary DTC against payment of the purchase price or redemption price therefor, on the Interest Rate Adjustment Date relating thereto. The applicable Remarketing Agent will make, or cause the Trustee to make, payment to the DTC Participant participant of each tendering Beneficial Owner of Notes subject to a remarketing, by book-entry through the Depositary DTC by the close of business on the Interest Rate Adjustment Date against delivery through the Depositary DTC of such Beneficial Owner's tendered Notes, of the purchase price for tendered Notes that have been sold in the remarketing. If any such Notes were purchased pursuant to a Special Mandatory Purchase, subject to receipt of funds from the Company oror the Liquidity Provider, if applicable, an institution providing credit supportany, as the case may be, the Trustee will make such payment of the purchase price of such Notes plus accrued interest, if any, to such date. The transactions described above for a remarketing of any Notes will be executed on the Interest Rate Adjustment Date for such Notes through the Depositary DTC in accordance with the procedures of the DepositaryDTC, and the accounts of the respective the DTC Participants participants will be debited and credited and such Notes delivered by book-entry as necessary to effect the purchases and sales thereof, in each case as determined in the related remarketing. Except as otherwise set forth in Section 210 208 hereof, any Notes tendered in a remarketing will be purchased solely out of the proceeds received from purchasers of such Notes in such remarketing, and none of the Trustee, the applicable Remarketing Agent, any Standby Remarketing Agent or the Company will be obligated to provide funds to make payment upon any Beneficial Owner's tender in a remarketing. Although tendered Notes will be subject to purchase by a Remarketing Agent in a remarketing, such Remarketing Agent and any Standby Remarketing Agent will not be obligated to purchase any such Notes. The settlement and remarketing procedures described above, including provisions for payment by purchasers of tendered Notes or for payment to selling Beneficial Owners of tendered Notes, may be modified to the extent required by the Depositary. In addition, each Remarketing Agent may, in accordance with the terms of the Indenture, modify the settlement and remarketing procedures set forth above in order to facilitate the settlement and remarketing process. As long as the Depositary's nominee holds the certificates representing the Notes in the book-entry system of the Depositary, no certificates for such Notes will be delivered by any selling Beneficial Owner to reflect any transfer of Notes effected in any remarketing. The Trustee shall confirm to the Depositary the interest rate for the following Interest Rate Period in accordance with the Depositary's procedures as in effect from time to time. The interest rate announced by the applicable Remarketing Agent, absent manifest error, shall be binding and conclusive upon the Beneficial Owners, the Company and the Trustee. (c).

Notification of Results; Settlement. By 12:30 p.m., New York City time, on the Interest Rate Adjustment Date of any Notes, the applicable Remarketing Agent will notify the Company and the Trustee in writing (which may include facsimile or other electronic transmission), of (i) the interest rate or, in the case of a floating interest rate, the initial interest rate, the Spread and Spread Multiplier and the initial Interest Reset Date, applicable to such Notes for the next Interest Rate Period, (ii) the Interest Rate Adjustment Date, (iii) the Interest Payment Dates for any Notes in the Commercial Paper Term Mode (if other than the Interest Rate Adjustment Date), the Long Term Rate Mode or the SPURS REPS Mode, (iv) the optional redemption terms, if any, and early remarketing terms, if any, in the case of a remarketing into a Long Term Rate Period, (v) the aggregate principal amount of tendered Notes and (vi) the aggregate principal amount of such tendered Notes that such Remarketing Agent was able to remarket, at a price equal to 100% of the principal amount thereof plus accrued interest, if any. Immediately after receiving such notice and, in any case, not later than 1:30 p.m., New York City time, the Trustee will transmit such information and any other settlement information required by the Depositary, to the extent such information has been provided to the Trustee, to the Depositary in accordance with the Depositary's procedures as in effect from time to time. By telephone at approximately 1:00 p.m., New York City time, on such Interest Rate Adjustment Date, the applicable Remarketing Agent will advise each purchaser of Notes (or the DTC Participant of each such purchaser who it is expected in turn will advise such purchaser) of the principal amount of such Notes that such purchaser is to purchase. Each purchaser of Notes in a remarketing will be required to give instructions to its DTC Participant to pay the purchase price therefor in same day funds to the applicable Remarketing Agent against delivery of the principal amount of such Notes by book-entry through the Depositary by 3:00 p.m., New York City time, on the Interest Rate Adjustment Date. All tendered Notes will be automatically delivered to the account of the Trustee (or such other account meeting the requirements of the Depositary's procedures as in effect from time to time), by book-entry through the Depositary against payment of the purchase price or redemption price therefor, on the Interest Rate Adjustment Date relating thereto. The applicable Remarketing Agent will make, or cause the Trustee to make, payment to the DTC Participant of each tendering Beneficial Owner of Notes subject to a remarketing, by book-entry through the Depositary by the close of business on the Interest Rate Adjustment Date against delivery through the Depositary of such Beneficial Owner's tendered Notes, of the purchase price for tendered Notes that have been sold in the remarketing. If any such Notes were purchased pursuant to a Special Mandatory Purchase, subject to receipt of funds from the Company or, if applicable, an institution providing credit support, as the case may be, the Trustee will make such payment of the purchase price of such Notes plus accrued interest, if any, to such date. The transactions described above for a remarketing of any Notes will be executed on the Interest Rate Adjustment Date for such Notes through the Depositary in accordance with the procedures of the Depositary, and the accounts of the respective the DTC Participants will be debited and credited and such Notes delivered by book-entry as necessary to effect the purchases and sales thereof, in each case as determined in the related remarketing. Except as otherwise set forth in Section 210 hereof, any Notes tendered in a remarketing will be purchased solely out of the proceeds received from purchasers of such Notes in such remarketing, and none of the Trustee, the applicable Remarketing Agent, any Standby Remarketing Agent or the Company will be obligated to provide funds to make payment upon any Beneficial Owner's tender in a remarketing. Although tendered Notes will be subject to purchase by a Remarketing Agent in a remarketing, such Remarketing Agent and any Standby Remarketing Agent will not be obligated to purchase any such Notes. The settlement and remarketing procedures described above, including provisions for payment by purchasers of tendered Notes or for payment to selling Beneficial Owners of tendered Notes, may be modified to the extent required by the Depositary. In addition, each Remarketing Agent may, in accordance with the terms of the Indenture, modify the settlement and remarketing procedures set forth above in order to facilitate the settlement and remarketing process. As long as the Depositary's nominee holds the certificates representing the Notes in the book-entry system of the Depositary, no certificates for such Notes will be delivered by any selling Beneficial Owner to reflect any transfer of Notes effected in any remarketing. The Trustee shall confirm to the Depositary the interest rate for the following Interest Rate Period in accordance with the Depositary's procedures as in effect from time to time. The interest rate announced by the applicable Remarketing Agent, absent manifest error, shall be binding and conclusive upon the Beneficial Owners, the Company and the Trustee. (c)