Common use of Remarketing Clause in Contracts

Remarketing. (a) Unless a Termination Event has occurred prior to such date, if the Company elects to conduct an Early Remarketing during an Early Remarketing Period selected by the Company pursuant to the Purchase Contract and Pledge Agreement, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Notes at the applicable Remarketing Price. If the Remarketing Agent is unsuccessful on the first Early Remarketing Date during such Early Remarketing Period, a subsequent Remarketing shall be attempted (unless impracticable) by the Remarketing Agent on each of the two following Early Remarketing Dates in that Early Remarketing Period until a Successful Early Remarketing occurs. For the avoidance of doubt, the Company shall determine in its sole discretion if and when to attempt an Early Remarketing. During any Early Remarketing Period, the Company may postpone any Remarketing in its absolute discretion. (b) In the case there is no Successful Early Remarketing during any Early Remarketing Period or no Early Remarketing occurs on any Early Remarketing Date, if any (either because the Remarketing Agent is unable to remarket the Notes at the applicable Remarketing Price or because a condition precedent to the Remarketing has not been satisfied), and unless a Termination Event has occurred prior to such date, on the Final Remarketing Date or Dates in the Final Remarketing Period, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Notes at the applicable Remarketing Price. The Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least equal to the applicable Remarketing Price. The Company may not postpone a Remarketing during the Final Remarketing Period.

Remarketing. (a) Unless a Termination Special Event Redemption has occurred prior to such datethe Initial Remarketing Date, on the Initial Remarketing Date, the Remarketing Agent shall, pursuant and subject to the terms of the Remarketing Agreement, use its reasonable efforts to remarket the Remarketed Notes at a price (the "REMARKETING PRICE") equal to approximately 100.25% (or, if the Company elects Remarketing Agent is unable to conduct an Early remarket the Remarketed Notes at such rate, at a rate below 100.25% in the discretion of the Remarketing during an Early Agent, but in no event less than 100%, net of any Remarketing Period selected by Fee and any other fees and expenses) of the Company pursuant sum of the Treasury Portfolio Purchase Price and the Separate Note Purchase Price. (b) In the case of a Failed Initial Remarketing and unless a Special Event Redemption has occurred prior to the Purchase Contract and Pledge AgreementSecond Remarketing Date, on the Second Remarketing Date, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Notes at the applicable Remarketing Price. If the Remarketing Agent is unsuccessful on the first Early Remarketing Date during such Early Remarketing Period, a subsequent Remarketing shall be attempted (unless impracticable) by the Remarketing Agent on each of the two following Early Remarketing Dates in that Early Remarketing Period until a Successful Early Remarketing occurs. For the avoidance of doubt, the Company shall determine in its sole discretion if and when to attempt an Early Remarketing. During any Early Remarketing Period, the Company may postpone any Remarketing in its absolute discretion. (b) In the case there is no Successful Early of a Failed Second Remarketing during any Early Remarketing Period or no Early Remarketing occurs on any Early Remarketing Date, if any (either because the Remarketing Agent is unable to remarket the Notes at the applicable Remarketing Price or because a condition precedent to the Remarketing has not been satisfied), and unless a Termination Special Event Redemption has occurred prior to such datethe Third Remarketing Date, on the Final Third Remarketing Date or Dates in the Final Remarketing PeriodDate, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Notes at the applicable Remarketing Price. The In the case of a Failed Third Remarketing and unless a Special Event Redemption has occurred prior to the Final Remarketing Date, on the Final Remarketing Date, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Notes at a price (the "FINAL REMARKETING PRICE") equal to approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Remarketed Notes at such rate, at a rate below 100.25% in the discretion of the Remarketing Agent, but in no event less than 100%, net of any Remarketing Fee and any other fees and expenses) of the aggregate principal amount of the Remarketed Notes. It is understood and agreed that Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least equal to 100% (net of any Remarketing Fee and any other fees and expenses) of the applicable Remarketing sum of the Treasury Portfolio Purchase Price and the Separate Note Purchase Price. The Company may not postpone , in the case of a Remarketing during other than the Final Remarketing, or 100% (net of any Remarketing PeriodFee and any other fees and expenses) of the aggregate principal amount of the Remarketed Notes, in the case of the Final Remarketing.

Remarketing. (a) Unless a Special Event Redemption or a Termination Event has occurred prior to such date, if the Company elects to conduct an Early Remarketing during an Early Remarketing Period selected by the Company pursuant to the Purchase Contract and Pledge Agreement, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Notes at the applicable Remarketing Price. If the Remarketing Agent is unsuccessful on the first Early Remarketing Date during such Early Remarketing Period, a subsequent Remarketing shall be attempted (unless impracticable) by the Remarketing Agent on each of the two following Early Remarketing Dates in that Early Remarketing Period until a Successful Early Remarketing occurs. For the avoidance of doubt, the Company shall determine in its sole discretion if and when to attempt an Early Remarketing. During any Early Remarketing Period, the Company may postpone any Remarketing in its absolute discretion. (b) In the case there is no Successful Early Remarketing during any Early Remarketing Period Period, or no Early Remarketing occurs on any Early Remarketing Date, if any (either because the Remarketing Agent is unable to remarket the Notes at the applicable Remarketing Price or because a condition precedent to the Remarketing has not been satisfied), and unless a Special Event Redemption or a Termination Event has occurred prior to such date, on the Final Remarketing Date or Dates in the Final Remarketing Period, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Notes at the applicable Remarketing Price. The Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least equal to the applicable Remarketing Price. The Company may not postpone a Remarketing during the Final Remarketing Period.

Remarketing. (a) Unless a Termination Event has occurred prior to such date, if the Company elects to conduct an Early Remarketing during an Early Remarketing Period selected by the Company pursuant to the Purchase Contract and Pledge Agreement, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Senior Notes at the applicable Remarketing Price. If the Remarketing Agent is unsuccessful on the first Early Remarketing Date during such Early Remarketing Period, a subsequent Remarketing shall be attempted (unless impracticable) by the Remarketing Agent on each of the two following Early Remarketing Dates in that Early Remarketing Period until a Successful Early Remarketing occurs. Upon the occurrence of any Failed Early Remarketing, unless a Termination Event or Special Event Redemption has occurred, the Company may elect to conduct additional Early Remarketings during one or more Early Remarketing Periods. For the avoidance of doubt, the Company shall determine in its sole discretion if and when to attempt an Early Remarketing. During any Early Remarketing Period, the Company may postpone any Remarketing in its absolute discretion. (b) In the case there is no Successful Early Remarketing during any Early Remarketing Period or no Early Remarketing occurs on any Early Remarketing Date, if any (either because the Remarketing Agent is unable to remarket the Senior Notes at the applicable Remarketing Price or because a condition precedent to the Remarketing has not been satisfied), and unless a Termination Event has occurred prior to such date, on the Final Remarketing Date or Dates in the Final Remarketing Period, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Senior Notes at the applicable Remarketing Price. The Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least equal to the applicable Remarketing Price. The Company may not postpone a Remarketing during the Final Remarketing Period.

Remarketing. (a) Unless a Termination Special Event Redemption has occurred prior to such datethe Initial Remarketing Date, on the Initial Remarketing Date, the Remarketing Agent shall, pursuant and subject to the terms of the Remarketing Agreement, use its reasonable efforts to remarket the Remarketed Senior Notes at a price (the "REMARKETING PRICE") equal to approximately 100.50% (or, if the Company elects Remarketing Agent is unable to conduct an Early remarket the Remarketed Senior Notes at such rate, at a rate below 100.50% in the discretion of the Remarketing during an Early Agent, but in no event less than 100%, net of any Remarketing Period selected by Fee and any other fees and expenses) of the Company pursuant sum of the Treasury Portfolio Purchase Price and the Separate Senior Note Purchase Price. (b) In the case of a Failed Initial Remarketing and unless a Special Event Redemption has occurred prior to the Purchase Contract and Pledge AgreementSecond Remarketing Date, on the Second Remarketing Date, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Senior Notes at the applicable Remarketing Price. If the Remarketing Agent is unsuccessful on the first Early Remarketing Date during such Early Remarketing Period, a subsequent Remarketing shall be attempted (unless impracticable) by the Remarketing Agent on each of the two following Early Remarketing Dates in that Early Remarketing Period until a Successful Early Remarketing occurs. For the avoidance of doubt, the Company shall determine in its sole discretion if and when to attempt an Early Remarketing. During any Early Remarketing Period, the Company may postpone any Remarketing in its absolute discretion. (b) In the case there is no Successful Early of a Failed Second Remarketing during any Early Remarketing Period or no Early Remarketing occurs on any Early Remarketing Date, if any (either because the Remarketing Agent is unable to remarket the Notes at the applicable Remarketing Price or because a condition precedent to the Remarketing has not been satisfied), and unless a Termination Special Event Redemption has occurred prior to such datethe Third Remarketing Date, on the Final Third Remarketing Date or Dates in the Final Remarketing PeriodDate, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Senior Notes at the applicable Remarketing Price. The In the case of a Failed Third Remarketing and unless a Special Event Redemption has occurred prior to the Final Remarketing Date, on the Final Remarketing Date, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Senior Notes at a price (the "FINAL REMARKETING PRICE") equal to approximately 100.50% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such rate, at a rate below 100.50% in the discretion of the Remarketing Agent, but in no event less than 100%, net of any Remarketing Fee and any other fees and expenses) of the aggregate principal amount of the Remarketed Senior Notes. It is understood and agreed that Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least equal to 100% (net of any Remarketing Fee and any other fees and expenses) of the applicable Remarketing sum of the Treasury Portfolio Purchase Price and the Separate Senior Note Purchase Price. The Company may not postpone , in the case of a Remarketing during other than the Final Remarketing, or 100% (net of any Remarketing PeriodFee and any other fees and expenses) of the aggregate principal amount of the Remarketed Senior Notes in the case of the Final Remarketing.

Remarketing. (a) Unless a Termination Special Event Redemption has occurred prior to such datethe Initial Remarketing Date, on the Initial Remarketing Date, the Remarketing Agent shall, pursuant and subject to the terms of the Remarketing Agreement, use its reasonable efforts to remarket the Remarketed Senior Notes at a price (the "REMARKETING PRICE") equal to approximately 100.50% (or, if the Company elects Remarketing Agent is unable to conduct an Early remarket the Remarketed Senior Notes at such rate, at a rate below 100.50% in the discretion of the Remarketing during an Early Agent, but in no event less than 100%, net of any Remarketing Period selected by Fee and any other fees and expenses) of the Company pursuant sum of the Treasury Portfolio Purchase Price and the Separate Senior Note Purchase Price. (b) In the case of a Failed Initial Remarketing and unless a Special Event Redemption has occurred prior to the Purchase Contract and Pledge AgreementSecond Remarketing Date, on the Second Remarketing Date, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Senior Notes at the applicable Remarketing Price. If the Remarketing Agent is unsuccessful on the first Early Remarketing Date during such Early Remarketing Period, a subsequent Remarketing shall be attempted (unless impracticable) by the Remarketing Agent on each of the two following Early Remarketing Dates in that Early Remarketing Period until a Successful Early Remarketing occurs. For the avoidance of doubt, the Company shall determine in its sole discretion if and when to attempt an Early Remarketing. During any Early Remarketing Period, the Company may postpone any Remarketing in its absolute discretion. (b) In the case there is no Successful Early of a Failed Second Remarketing during any Early Remarketing Period or no Early Remarketing occurs on any Early Remarketing Date, if any (either because the Remarketing Agent is unable to remarket the Notes at the applicable Remarketing Price or because a condition precedent to the Remarketing has not been satisfied), and unless a Termination Special Event Redemption has occurred prior to such datethe Third Remarketing Date, on the Final Third Remarketing Date or Dates in the Final Remarketing PeriodDate, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Senior Notes at the applicable Remarketing Price. The In the case of a Failed Third Remarketing and unless a Special Event Redemption has occurred prior to the Final Remarketing Date, on the Final Remarketing Date, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Senior Notes at a price (the "FINAL REMARKETING PRICE") equal to approximately 100.50% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such rate, at a rate below 100.50% in the discretion of the Remarketing Agent, but in no event less than 100%, net of any Remarketing Fee and any other fees and expenses) of the aggregate principal amount of the Remarketed Senior Notes. It is understood and agreed that Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least equal to 100% (net of any Remarketing Fee and any other fees and expenses) of the applicable Remarketing sum of the Treasury Portfolio Purchase Price and the Separate Senior Note Purchase Price. The Company may not postpone , in the case of a Remarketing during other than the Final Remarketing, or 100% (net of any Remarketing Fee and any other fees and expenses) of the aggregate principal amount of the Remarketed Senior Notes in the case of the Final Remarketing Periodand such Remarketing is settled in accordance with the Remarketing Agreement.

Remarketing. (a) Unless a Termination Special Event Redemption has occurred prior to such datethe Initial Remarketing Date, on the Initial Remarketing Date, the Remarketing Agent shall, pursuant and subject to the terms of the Remarketing Agreement, use its reasonable efforts to remarket the Remarketed Senior Notes at a price (the "REMARKETING PRICE") equal to approximately 100.50% (or, if the Company elects Remarketing Agent is unable to conduct an Early remarket the Remarketed Senior Notes at such rate, at a rate below 100.50% in the discretion of the Remarketing during an Early Agent, but in no event less than 100.25%, net of any Remarketing Period selected by Fee and any other fees and expenses) of the Company pursuant sum of the Treasury Portfolio Purchase Price and the Separate Senior Note Purchase Price. (b) In the case of a Failed Initial Remarketing and unless a Special Event Redemption has occurred prior to the Purchase Contract and Pledge AgreementSecond Remarketing Date, on the Second Remarketing Date, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Senior Notes at the applicable Remarketing Price. If the Remarketing Agent is unsuccessful on the first Early Remarketing Date during such Early Remarketing Period, a subsequent Remarketing shall be attempted (unless impracticable) by the Remarketing Agent on each of the two following Early Remarketing Dates in that Early Remarketing Period until a Successful Early Remarketing occurs. For the avoidance of doubt, the Company shall determine in its sole discretion if and when to attempt an Early Remarketing. During any Early Remarketing Period, the Company may postpone any Remarketing in its absolute discretion. (b) In the case there is no Successful Early of a Failed Second Remarketing during any Early Remarketing Period or no Early Remarketing occurs on any Early Remarketing Date, if any (either because the Remarketing Agent is unable to remarket the Notes at the applicable Remarketing Price or because a condition precedent to the Remarketing has not been satisfied), and unless a Termination Special Event Redemption has occurred prior to such datethe Third Remarketing Date, on the Final Third Remarketing Date or Dates in the Final Remarketing PeriodDate, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Senior Notes at the applicable Remarketing Price. The In the case of a Failed Third Remarketing and unless a Special Event Redemption has occurred prior to the Final Remarketing Date, on the Final Remarketing Date, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Senior Notes at a price (the "FINAL REMARKETING PRICE") equal to approximately 100.50% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such rate, at a rate below 100.50% in the discretion of the Remarketing Agent, but in no event less than 100.25%, net of any Remarketing Fee and any other fees and expenses) of the aggregate principal amount of the Remarketed Senior Notes. It is understood and agreed that Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least equal to 100.25% (net of any Remarketing Fee and any other fees and expenses) of the applicable Remarketing sum of the Treasury Portfolio Purchase Price and the Separate Senior Note Purchase Price. The Company may not postpone , in the case of a Remarketing during other than the Final Remarketing, or 100.25% (net of any Remarketing Fee and any other fees and expenses) of the aggregate principal amount of the Remarketed Senior Notes in the case of the Final Remarketing Periodand such Remarketing is settled in accordance with the Remarketing Agreement.