Common use of Successful Remarketing Clause in Contracts

Successful Remarketing. In the event of a Successful Remarketing prior to the Final Remarketing Date, the Collateral Agent shall, at the direction of the Company, instruct the Securities Intermediary to (i) Transfer the Pledged Senior Notes to the Remarketing Agent upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (after deducting any Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement) in the Collateral Account, (ii) apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio, (iii) credit the Applicable Ownership Interests specified in clause (i) of the definition of such term to the Collateral Account, and (iv) promptly remit the remaining portion of such Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, in accordance with their respective interests. With respect to Separate Senior Notes, any Proceeds of such Remarketing (after deducting any Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement) attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. The Pledged Applicable Ownership Interests thus credited to the Collateral Account will secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts represented by such Corporate Units, in substitution for the Pledged Senior Notes, which shall be released from the Collateral Account. In the event of a Failed Final Remarketing, the Pledged Senior Notes shall remain credited to the Collateral Account.

Successful Remarketing. In the event of a Successful Remarketing prior to the Final Remarketing DateRemarketing, the Collateral Agent shallshall on the Purchase Contract Settlement Date, at the direction of the Company, instruct the Securities Intermediary to (i) Transfer the Pledged Senior Notes to the Remarketing Agent upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (after deducting any Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement) in the Collateral Account, Account and (ii) apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio, (iii) credit the Applicable Ownership Interests specified in clause (i) of the definition of such term to the Collateral Account, and (iv) promptly remit the remaining a portion of such Proceeds equal to the aggregate principal amount of the Pledged Senior Notes to satisfy in full the Obligations of Holders of Corporate Units to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts, less the amount of any accrued and unpaid Contract Adjustment Payments payable to such Holders, and to remit the balance of such Proceeds, if any, to the Purchase Contract Agent for payment distribution to the Holders of Corporate Units, in accordance with their respective interestsHolders. With respect to Separate Senior Notes, any Proceeds of such Successful Remarketing (after deducting any Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement) attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. The Pledged Applicable Ownership Interests thus credited to the Collateral Account will secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts represented by such Corporate Units, in substitution for the Pledged Senior Notes, which shall be released from the Collateral Account. In the event of a Failed Final Remarketing, the Pledged Senior Notes shall be redeposited into and remain credited to the Collateral AccountAccount and Section 5.07 shall apply.

Successful Remarketing. In the event of a Successful Remarketing prior to the Final Remarketing Date, the Collateral Agent shall, at the direction of the Company, instruct the Securities Intermediary to (i) Transfer the Pledged Senior Notes to the Remarketing Agent upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (after deducting any Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement) in the Collateral Account, (ii) apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio, (iii) credit the Applicable Ownership Interests specified in clause (i) of the definition of such term to the Collateral Account, and (iv) promptly remit the remaining portion of such Proceeds to the Purchase Contract Warrant Agent for payment to the Holders of Corporate Units, in accordance with their respective interests. With respect to Separate Senior Notes, any Proceeds of such Remarketing (after deducting any Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement) attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. The Pledged Applicable Ownership Interests thus credited to the Collateral Account will secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts Warrants represented by such Corporate Units, in substitution for the Pledged Senior Notes, which shall be released from the Collateral Account. In the event of a Failed Final Remarketing, the Pledged Senior Notes shall remain credited to the Collateral Account.

Successful Remarketing. In the event of a Successful Initial Remarketing, a Successful Second Remarketing or a Successful Third Remarketing, as the case may be, the Remarketing Agent shall deduct as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price from any amount of Proceeds from such Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price, and remit the entire remaining amount of the Proceeds of the Pledged Senior Notes from such Remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time, on the Final third Business Day immediately following the applicable Remarketing DateDate by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agent in exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent shallwill, at the written direction of the Company, instruct the Securities Intermediary to (i) Transfer the Pledged Senior Notes to the Remarketing Agent upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (after deducting any Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement) in the Collateral Account, (ii) apply an amount equal to the applicable Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio, (iii) credit the Applicable Ownership Interests specified in clause (i) of the definition of such term to the Collateral Account, Portfolio and (iv) promptly remit the remaining portion of such Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, in accordance with their respective interests. With respect to Separate Senior Notes, any Proceeds proceeds of such Remarketing (after deducting any Remarketing Fee to the extent permitted under the terms in excess of the Remarketing Agreement) Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account and the Pledged Applicable Ownership Interests thus credited to the Collateral Account will secure the obligation of all Holders of Corporate Units to purchase Common Stock of the Company under the Purchase Contracts represented by constituting a part of such Corporate Units, in substitution for the Pledged Senior Notes, which shall be released from the Collateral Account. In the event of a Failed Final Remarketing, the Pledged Senior Notes shall remain credited to the Collateral Account.