Common use of Remarketing Announcements Clause in Contracts

Remarketing Announcements. The Company will announce any Remarketing on the sixth Business Day immediately preceding the first Remarketing Date of any Early Remarketing Period. For the Final Remarketing Period, the Company will announce the Remarketing on the third Business Day immediately preceding the first Remarketing Date of the Final Remarketing Period. Each such announcement (each, a “Remarketing Announcement”) on each such date (each, a “Remarketing Announcement Date”) shall specify: (i) (A) if the Remarketing Announcement relates to a Remarketing to occur during an Early Remarketing Period, that the Notes may be remarketed on any or all of the sixth, seventh or eighth Business Days following the Remarketing Announcement Date, or (B) if the Remarketing Announcement relates to a Remarketing to occur during the Final Remarketing Period, that the Notes may be remarketed on any or all of the third, fourth or fifth Business Days following the Remarketing Announcement Date; (ii) the “Reset Effective Date,” which (A) if the Remarketing Announcement relates to a Remarketing to occur during any Early Remarketing Period, shall mean the third Business Day following the date of a Successful Remarketing, unless the Remarketing is successful within five Business Days of the next Payment Date in which case such Payment date will be the Reset Effective Date, or (B) if the Remarketing Announcement relates to a Remarketing to occur during the Final Remarketing Period, shall mean March 31, 2012 if there is a Successful Remarketing; (iii) that the Reset Rate and interest payment dates for the Notes will be established, and, if the Company elects to make any modification to the terms of the Notes, such modified terms will be set on the date of the Successful Remarketing and effective on and after the Reset Effective Date; (iv) (A) if the Remarketing Announcement relates to a Remarketing to occur during the Early Remarketing Period, that the Reset Rate will equal the Coupon Rate that will enable the Notes to be remarketed at a price equal to the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price and, at the Company’s option, the applicable Remarketing Fee, or (B) if the Remarketing Announcement relates to a Remarketing to occur during the Final Remarketing Period, that the Reset Rate will equal the Coupon Rate that will enable the Notes to be remarketed at a price equal to 100% of their aggregate principal amount plus, at the Company’s option, the applicable Remarketing Fee; and (v) the range of possible Remarketing Fees. The Company will cause each Remarketing Announcement to be published on the Remarketing Announcement Date by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow Xxxxx News Service. In addition, the Company will request, not later than 10 Business Days prior to each Remarketing Announcement Date, that the Depositary notify its participants holding Notes, Corporate Units and Treasury Units of the Remarketing. If required, the Company will use its commercially reasonable efforts to ensure that a Registration Statement with respect to the full principal amount of the Notes to be remarketed is effective such that the Remarketing Agent may rely on it in connection with the Remarketing process. If a Successful Remarketing occurs on a Remarketing Date, the Company will request the Depositary to notify its participants holding Notes of the maturity date, Reset Rate, interest payment dates, and any other modified terms established for the Notes during the Remarketing on the Business Day following the date of the Successful Remarketing. If there is a Failed Remarketing, the Company will cause a notice of the unsuccessful Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow Xxxxx News Service.

Remarketing Announcements. The Company will announce any Remarketing on the sixth Business Day immediately preceding the first Remarketing Date of any Early Remarketing Period. For the Final Remarketing Period, the Company will announce the Remarketing on the third Business Day immediately preceding the first Remarketing Date of the Final Remarketing Period. Each such announcement (each, a “Remarketing Announcement”) on each such date (each, a “Remarketing Announcement Date”) shall specify: (i) (A) if the Remarketing Announcement relates to a Remarketing to occur during an Early Remarketing Period, that the Senior Notes may be remarketed on any or all of the sixth, seventh or eighth Business Days following the Remarketing Announcement Date, or (B) if the Remarketing Announcement relates to a Remarketing to occur during the Final Remarketing Period, that the Senior Notes may be remarketed on any or all of the third, fourth or fifth Business Days following the Remarketing Announcement Date; (ii) the “Reset Effective Date,” which (A) if the Remarketing Announcement relates to a Remarketing to occur during any Early Remarketing Period, shall mean the third Business Day following the date of a Successful Early Remarketing, unless the Remarketing is successful within five Business Days of the next Payment Date in which case such Payment date Date will be the Reset Effective Date, or (B) if the Remarketing Announcement relates to a Remarketing to occur during the Final Remarketing Period, shall mean March 31April 30, 2012 if there is a Successful Final Remarketing; (iii) that the Reset Rate and interest payment dates for the Senior Notes will be established, and, if the Company elects to make any modification to the terms of the Senior Notes, such modified terms will be set on the date of the Successful Remarketing and effective on and after the Reset Effective Date; (iv) (A) if the Remarketing Announcement relates to a Remarketing to occur during the any Early Remarketing Period, that the Reset Rate will equal the Coupon Rate that will enable the Senior Notes to be remarketed at a price equal to the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price and, at the Company’s option, the applicable Remarketing Fee, or (B) if the Remarketing Announcement relates to a Remarketing to occur during the Final Remarketing Period, that the Reset Rate will equal the Coupon Rate that will enable the Senior Notes to be remarketed at a price equal to 100% of their aggregate principal amount plus, at the Company’s option, the applicable Remarketing Fee; and (v) the range of possible Remarketing Fees. The Company will cause each Remarketing Announcement to be published on the Remarketing Announcement Date by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow Xxxxx News Service. In addition, the Company will request, not later than 10 Business Days prior to each Remarketing Announcement Date, that the Depositary notify its participants holding Senior Notes, Corporate Units and Treasury Units of the Remarketing. If required, the Company will use its commercially reasonable efforts to ensure that a Registration Statement with respect to the full principal amount of the Notes to be remarketed is effective such that the Remarketing Agent may rely on it in connection with the Remarketing process. If a Successful Remarketing occurs on a Remarketing Date, the Company will request the Depositary to notify its participants holding Senior Notes of the maturity date, Reset Rate, interest payment dates, and any other modified terms established for the Senior Notes during the Remarketing on the Business Day following the date of the Successful Remarketing. If there is a Failed Remarketing, the Company will cause a notice of the unsuccessful Failed Remarketing to be published on the Business Day following the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing, shall be published not later than 9:00 a.m., New York City time, and shall include the procedures that must be followed if a Holder wishes to exercise its Put Right), in each case, by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow Xxxxx News Service.