Common use of Termination of Remarketing Agreement Clause in Contracts

Termination of Remarketing Agreement. (a) This Agreement shall terminate as to the Remarketing Dealer on the earliest of (i) the effective date of the resignation of the Remarketing Dealer pursuant to Section 6 hereof; (ii) the occurrence of any event described in clause (i) or (ii) of subsection 4(g) hereof; or (iii) the date the Company gives notice of its intention to redeem all of the outstanding Drs. in accordance with subsection 4(h). (b) In addition, the Remarketing Dealer may terminate all of its obligations under this Agreement immediately by notifying the Company and the Trustee of its election to do so, at any time on or before the Remarketing Date, if: (i) any of the conditions referred to or set forth in subsection 8(a) or (b) hereof have not been met or satisfied in full or any of the events set forth in subsection 8(c) or 8(d) shall have occurred; or (ii) the Remarketing Dealer determines, in its sole discretion, after consultation with the Company, that there is material, non-public information about the Company that is not available to the Remarketing Dealer which is necessary for it to fulfill its obligations under this Agreement. (c) If this Agreement is terminated pursuant to this Section 10, such termination shall be without liability of any party to any other party, except that, in the case of a termination resulting from a failure to observe the conditions set forth in subsections 8(a) or 8(b), or the occurrence of any of the events set forth in subsection 8(c) or clauses 8(d)(i) through 8(d)(iv), the Company shall reimburse the Remarketing Dealer for all of its reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Remarketing Dealer. Section 9 and subsections 3(f), 4(h), 10(c) and 10(d) shall survive such termination and remain in full force and effect. (d) Upon the termination of this Agreement pursuant to subsection 10(b) (except as a result of an event described in subsection 8(d)(vii)), then, upon the request of the Remarketing Dealer, the Company shall pay to the Remarketing Dealer, in same-day funds by wire transfer to an account designated by the Remarketing Dealer, the Call Price. The Call Price shall be paid as soon as practicable after the Remarketing Dealer has determined the Call Price and notified the Company of the Call Price, but in any case no later than the earlier of (x) three Business Days after written notification to the Company and (y)

Termination of Remarketing Agreement. (a) This Agreement shall terminate as to the Remarketing Dealer on the earliest of (i) the effective date of the resignation of the Remarketing Dealer pursuant to Section 6 hereof; (ii) hereof or the occurrence repurchase of any event described in clause (i) or (ii) of subsection the MOPPRS by the Company pursuant to Section 4(g) hereof; or (iii) hereof or the date redemption of the MOPPRS by the Company gives notice of its intention pursuant to redeem all of the outstanding Drs. in accordance with subsection Section 4(h)) hereof. (b) In addition, the Remarketing Dealer may terminate all of its obligations under this Agreement immediately by notifying the Company and the Trustee of its election to do so, at any time on or before the Remarketing Date, if: in the event that: (i) any of the conditions referred to or set forth in subsection Section 8(a) or (b) hereof have not been met or satisfied in full or full, (ii)(A) any of the events set forth in subsection 8(cSection 8(b)(ii), (v) or 8(d(viii) shall have occurred; or occurred at any time or (iiB)(I) with respect to any period prior to the Remarketing Dealer's election on the Notification Date to remarket the MOPPRS, any of the events set forth in Section 8(b)(i), (iii), (iv), (vi) and (vii) shall have occurred at any time and (II) with respect to the period after the Remarketing Dealer's election on the Notification Date to remarket the MOPPRS, any of the events set forth in Section 8(b)(i), (iii), (iv), (vi) and (vii) shall have occurred at any time after the Notification Date, (iii) the Remarketing Dealer determines, in its sole discretion, after consultation with the Company, that there is materialit shall not have received all of the information, non-public information about the Company that is whether or not available to the Remarketing Dealer which is specifically referenced herein, necessary for it to fulfill its obligations under this AgreementAgreement or (iv) the Company effects a legal defeasance or covenant defeasance of the MOPPRS pursuant to Sections 8.01(b)(i) or 8.01(b)(ii), respectively, of the Indenture. (c) If this Agreement is terminated pursuant to this Section 10Section, such termination shall be without liability of any party to any other party, except that, in the case of a termination resulting from a failure pursuant to observe the conditions set forth in subsections 8(aSection 11(b) or 8(b), or the occurrence of any of the events set forth in subsection 8(c) or clauses 8(d)(i) through 8(d)(iv)this Agreement, the Company shall reimburse the Remarketing Dealer for all of its reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Remarketing Dealer, and except further as set forth in Section 11(e) below. Section 9 and subsections 3(f)Sections 1, 4(h)9, 10(c10, 11(d) and 10(d11(e) shall survive such termination and remain in full force and effect. (d) Upon In addition, in connection with any purchase by the Company or any of its affiliates or subsidiaries of MOPPRS prior to the Remarketing Dealer's election on the Notification Date to remarket the MOPPRS, the Company shall within two Business Days after such purchase notify the Remarketing Dealer of such purchase, and the obligations of the Remarketing Dealer to remarket the MOPPRS shall be subject to termination as follows: (i) in the event that the principal amount of MOPPRS purchased by the Company is less than $30,000,000, the principal amount of MOPPRS which the Remarketing Dealer shall be obligated to remarket after its election to remarket on the Notification Date shall be reduced (hereinafter, a "Partial Termination") by an amount equal to the principal amount of the MOPPRS purchased by the Company (giving effect to all prior purchases of MOPPRS by the Company or any of its affiliates or subsidiaries made in accordance with this Section 11(d)(i)); and (ii) in the event that the principal amount of MOPPRS purchased by the Company or any of its affiliates or subsidiaries, when aggregated with all prior purchases of MOPPRS by the Company or any of its affiliates or subsidiaries made in accordance with this Section 11(d), is $30,000,000 or more, the Remarketing Dealer may terminate all of its obligations under this Agreement (it being agreed that if the Remarketing Dealer elects to remarket the MOPPRS pursuant to Section 4(c), the principal amount of the MOPPRS subject to remarketing shall be equal to the original aggregate principal amount of MOPPRS minus the cumulative aggregate principal amount purchased by the Company prior to the Notification Date in accordance with this Section 11(d)). In the case of clause (i) above, the Partial Termination shall be deemed to occur automatically and in the case of clause (ii) above, the Remarketing Dealer shall promptly notify the Company of its election with respect to termination. (e) In the case of either (i) termination of this Agreement after the Remarketing Dealer's election on the Notification Date to remarket the MOPPRS, pursuant to Section 11(b) (other than Section 11(b)(ii)(B)(I)), or (ii) termination of this Agreement due to the occurrence, prior to the Remarketing Dealer's election on the Notification Date to remarket the MOPPRS, of any event set forth in Section 8(b)(ii), (v) or (viii) or Section 11(b)(iv), or (iii) termination or Partial Termination of this Agreement pursuant to subsection 10(bSection 11(d) (except as a result of an event described in subsection 8(d)(vii))due to the occurrence, then, upon the request of prior to the Remarketing Dealer's election on the Notification Date to remarket the MOPPRS, of a repurchase of MOPPRS by the Company, the Company shall immediately following the Call Price Determination Date (as defined below) pay to the Remarketing Dealer, in same-day funds by wire transfer to an account designated by the Remarketing Dealer, the fair market value, calculated as set forth below, of the Remarketing Dealer's right to purchase and remarket the original aggregate principal amount (or, in the event of a Partial Termination pursuant to Section 11(d), such aggregate principal amount purchased by the Company or any of its affiliates or subsidiaries) of the MOPPRS pursuant to this Agreement (the "Call Price"). In the case of a Partial Termination, the Call Price shall be payable automatically without any request from the Remarketing Dealer; in all other cases, the Call Price shall be payable upon the request of the Remarketing Dealer. In the case of termination of this Agreement pursuant to Section 11(b) after the Remarketing Dealer elects on the Notification Date to remarket the MOPPRS, the Call Price shall be equal to the excess of (i) the Dollar Price of the MOPPRS determined as provided in Section 4 over (ii) the aggregate principal amount of the MOPPRS. In the case of termination of this Agreement due to the occurrence, prior to the Remarketing Dealer's election on the Notification Date to remarket the MOPPRS, of any event set forth in Section 8(b)(ii), (v) or (viii) or Section 11(b)(iv) or 11(d), the Call Price shall be determined in good faith by the Remarketing Dealer in the following manner. The Remarketing Dealer shall select five reference market dealers reasonably satisfactory to the Company. The Remarketing Dealer shall request each reference market dealer to provide a quotation, as of the same time and date, of the value of the Call Price, determined on a commercially reasonable basis by reference, among other factors, to the formulation described in the preceding paragraph. The Call Price shall be paid equal to the average of the three quotations remaining after disregarding the highest and lowest of such quotations. If fewer than five quotations are obtained, the average of the quotations obtained shall be used. The Remarketing Dealer shall determine the applicable Call Price on the Business Day immediately following the date of termination or notification of the occurrence, prior to the Remarketing Dealer's election on the Notification Date to remarket the MOPPRS, of any event set forth in Section 8(b)(ii), (v) or (viii), as the case may be, or as soon as practicable after thereafter (the "Call Price Determination Date"). The Remarketing Dealer has determined the Call Price and notified shall promptly notify the Company of the Call Price Determination Date and the Call Price by telephone, confirmed in writing (which may include facsimile or other electronic transmission). The Call Price, but in any case no later than absent manifest error, shall be binding and conclusive upon the earlier of parties hereto. (xf) three Business Days after written notification This Agreement shall not be subject to termination by the Company and (y)Company.

Termination of Remarketing Agreement. (a) This The Remarketing Agents shall have the right to terminate this Agreement shall terminate by giving notice as hereinafter specified at any time at or prior to the Remarketing Dealer on the earliest of Closing Date if (i) the effective date of Company shall have failed, refused or been unable, at or prior to the resignation Closing Date, to perform, in any material respect, any agreement on its part to be performed hereunder, (ii) any other condition of the Remarketing Dealer pursuant to Section 6 hereof; (ii) the occurrence of any event described Agents’ obligations is not fulfilled in clause (i) or (ii) of subsection 4(g) hereof; or all material respects, (iii) trading on the date New York Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Company gives notice of its intention to redeem all New York Stock Exchange by such Exchange or by order of the outstanding Drs. SEC or any other governmental authority having jurisdiction, (v) a general banking moratorium shall have been declared by federal or New York authorities, (vi) an outbreak of major hostilities in accordance which the United States is involved has occurred, a declaration of war or national emergency had been made by Congress, or (vii) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) which, in the Remarketing Agents’ reasonable judgment, makes it impractical or inadvisable to proceed with subsection 4(h). (b) In additionthe offer, sale or delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, the Remarketing Dealer may terminate all of its obligations under this Agreement immediately by notifying the Company General Disclosure Package and the Trustee of its election to do so, at any time on or before the Remarketing Date, if: (i) any of the conditions referred to or set forth in subsection 8(a) or (b) hereof have not been met or satisfied in full or any of the events set forth in subsection 8(c) or 8(d) shall have occurred; or (ii) the Remarketing Dealer determines, in its sole discretion, after consultation with the Company, that there is material, non-public information about the Company that is not available to the Remarketing Dealer which is necessary for it to fulfill its obligations under this Agreement. (c) If this Agreement is terminated pursuant to this Section 10, Prospectus. Any such termination shall be without liability of any party to any other party, party except that, that the provisions of Section 8(f) and Section 12 shall at all times be effective. If the Remarketing Agents elect to terminate this Agreement as provided in the case of a termination resulting from a failure to observe the conditions set forth in subsections 8(a) or 8(b), or the occurrence of any of the events set forth in subsection 8(c) or clauses 8(d)(i) through 8(d)(iv)this Section 10, the Company shall reimburse be notified promptly by the Remarketing Dealer for all Agents by telephone or telegram, confirmed by letter. Notwithstanding any such termination, the obligations set forth in Section 2 (insofar as such Section relates to the payment of its reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Remarketing Dealer. Section 9 and subsections 3(f), 4(h), 10(cFee) and 10(d) Section 3 hereof shall survive such termination and remain in full force and effect. (d) Upon effect until all amounts payable under such Sections shall have been paid in full. In addition, each former Remarketing Agent shall be entitled to the termination rights and benefits under Sections 11 and 12 of this Agreement pursuant to subsection 10(b) (except as a result notwithstanding the replacement or resignation of an event described in subsection 8(d)(vii)), then, upon the request of the such Remarketing Dealer, the Company shall pay to the Remarketing Dealer, in same-day funds by wire transfer to an account designated by the Remarketing Dealer, the Call Price. The Call Price shall be paid as soon as practicable after the Remarketing Dealer has determined the Call Price and notified the Company of the Call Price, but in any case no later than the earlier of (x) three Business Days after written notification to the Company and (y)Agent.

Termination of Remarketing Agreement. (a) This Agreement shall terminate as to the Remarketing Dealer on the earliest of (i) the effective date of the resignation of the Remarketing Dealer pursuant to Section 6 hereof; (ii) the occurrence of any event described in clause (i) or (ii) of subsection 4(g) hereof; or (iii) the date the Company gives notice of its intention to redeem all of the outstanding Drs. in accordance with subsection 4(h). (b) In addition, the Remarketing Dealer may terminate all of its obligations under this Agreement immediately by notifying the Company and the Trustee of its election to do so, at any time on or before the Remarketing Date, if: (i) any of the conditions referred to or set forth in subsection 8(a) or (b) hereof have not been met or satisfied in full or any of the events set forth in subsection 8(c) or 8(d) shall have occurred; or (ii) the Remarketing Dealer determines, in its sole discretion, after consultation with the Company, that there is material, non-public information about the Company that is not available to the Remarketing Dealer which is necessary for it to fulfill its obligations under this Agreement. (c) If this Agreement is terminated pursuant to this Section 10, such termination shall be without liability of any party to any other party, except that, in the case of a termination resulting from a failure to observe the conditions set forth in subsections 8(a) or 8(b), or the occurrence of any of the events set forth in subsection 8(c) or clauses 8(d)(i) through 8(d)(iv), the Company shall reimburse the Remarketing Dealer for all of its reasonable out-of-of- pocket expenses, including the reasonable fees and disbursements of counsel for the Remarketing Dealer. Section 9 and subsections 3(f), 4(h), 10(c) and 10(d) shall survive such termination and remain in full force and effect. (d) Upon Upon: (i) the termination of this Agreement pursuant to subsection 10(b) 10 (except as a result of an event described in subsection 8(d)(vii)), then, upon the request of the Remarketing Dealer, ; or (ii) a repurchase by the Company shall pay of any Drs. due to a failure by the holder thereof to deliver the Drs. to the Remarketing Dealer, Dealer against payment therefor in same-day funds by wire transfer to an account designated by the Remarketing Dealer, the Call Price. The Call Price shall be paid as soon as practicable after the Remarketing Dealer has determined the Call Price and notified the Company of the Call Price, but in any case no later than the earlier of (x) three Business Days after written notification to the Company and (y)connection with a mandatory tender;

Termination of Remarketing Agreement. (a) This Agreement shall terminate as to the Remarketing Dealer on the earliest of (i) the effective date of the resignation of the Remarketing Dealer pursuant to Section 6 hereof;; - (ii) the occurrence of any event described in clause (i) or (ii) of subsection 4(g) hereof; oror ---- (iii) the date the Company gives notice of its intention to redeem all of the outstanding Drs. in accordance with subsection 4(h).; ---- (b) In addition, the Remarketing Dealer may terminate all of its obligations under this Agreement immediately by notifying the Company and the Trustee of its election to do so, at any time on or before the Remarketing Date, if: (i) any of the conditions referred to or set forth in subsection 8(a) or (b) hereof have not been met or satisfied in full or any of the events set forth in subsection 8(c) or 8(d) shall have occurred; oror ---- ---- (ii) the Remarketing Dealer determines, in its sole discretion, after consultation with the Company, that there is material, non-public information about the Company that is not available to the Remarketing Dealer which is necessary for it to fulfill its obligations under this Agreement. (c) If this Agreement is terminated pursuant to this Section 10, such -- termination shall be without liability of any party to any other party, except that, in the case of a termination resulting from a failure to observe the conditions set forth in subsections 8(a) or 8(b), or the occurrence of any of ---- ---- the events set forth in subsection 8(c) or clauses 8(d)(i) through 8(d)(iv), the ---- ------- -------- Company shall reimburse the Remarketing Dealer for all of its reasonable out-of-of- pocket expenses, including the reasonable fees and disbursements of counsel for the Remarketing Dealer. Section 9 and subsections 3(f), 4(h), 10(c) and 10(d) ---- ---- ----- ----- shall survive such termination and remain in full force and effect. (d) Upon Upon: (i) the termination of this Agreement pursuant to subsection 10(b) ----- (except as a result of an event described in subsection 8(d)(vii)), then, upon the request of the Remarketing Dealer, ; or --------- (ii) a repurchase by the Company shall pay of any Drs. due to a failure by the holder thereof to deliver the Drs. to the Remarketing Dealer, Dealer against payment therefor in same-day funds by wire transfer to an account designated by the Remarketing Dealer, the Call Price. The Call Price shall be paid as soon as practicable after the Remarketing Dealer has determined the Call Price and notified the Company of the Call Price, but in any case no later than the earlier of (x) three Business Days after written notification to the Company and (y)connection with a mandatory tender;

Termination of Remarketing Agreement. (a) This Agreement shall terminate as to the Remarketing Dealer on the earliest of (i) the effective date of the resignation of the Remarketing Dealer pursuant to Section 6 hereof6; (ii) the date of the occurrence of any event of the events described in clause clauses (i) or through (iiiii) of subsection 4(g) hereof; or); (iii) the date the Company gives notice of its intention to redeem all of the outstanding Drs. in accordance with subsection 4(h); or (iv) the optional redemption of all of the outstanding Drs. by the Company in accordance with the terms thereof. (b) In addition, the Remarketing Dealer may terminate all of its obligations under this Agreement immediately by notifying the Company and the Trustee of its election to do so, at any time on or before the Remarketing Date, if: (i) any of the conditions referred to or set forth in subsection 8(a) or (b) Section 8 hereof have not been met or satisfied in full or if any of the events set forth in subsection 8(c) or 8(d) shall have occurred; or; (ii) the Remarketing Dealer determines, in its sole discretion, after consultation with the Company, that there is material, non-public information about the Company that is not available to the Remarketing Dealer which is necessary for it to fulfill its obligations under this Agreement. (c) If this Agreement is terminated pursuant to this Section 10, such termination shall be without liability of any party to any other party, except that, in the case of a termination resulting from a failure to observe satisfy the conditions set forth in subsections 8(a) or 8(b), ) or the occurrence of any of the events set forth in subsection 8(c) or any of clauses 8(d)(i(i) through 8(d)(iv(iv) of subsection 8(d), the Company shall reimburse the Remarketing Dealer for all of its reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Remarketing Dealer. Section 9 and subsections 3(f), 4(h), 10(c) and 10(d) shall survive such termination and remain in full force and effect. (d) Upon Upon: (i) the termination of this Agreement pursuant to subsection 10(b) (except as a result of an event described in subsection 8(d)(vii)); (ii) a repurchase by the Company of any Drs. due to a failure by the holder thereof to deliver the Drs. to the Remarketing Dealer against payment therefor in connection with a mandatory tender; or (iii) the optional redemption by the Company of Drs. in accordance with the terms thereof, then, upon the request of the Remarketing Dealer, the Company shall pay to the Remarketing Dealer, in same-day funds by wire transfer to an account designated by the Remarketing Dealer, the Call PricePrice (as defined below). The Call Price shall be paid as soon as practicable after the Remarketing Dealer has determined the Call Price and notified the Company of the Call Price, but in any case no later than the earlier of (x) three Business Days after written notification to the Company and (y)Remarketing Date.

Termination of Remarketing Agreement. (a) This Agreement shall terminate as to the Remarketing Dealer on the earliest of (i) the effective date of the resignation of the Remarketing Dealer pursuant to Section 6 hereof6; (ii) the date of the occurrence of any event of the events described in clause clauses (i) or through (iiiii) of subsection 4(g) hereof); or (iii) the date the Company gives notice of its intention to redeem all of the outstanding Drs. in accordance with subsection 4(h). (b) In addition, the Remarketing Dealer may terminate all of its obligations under this Agreement immediately by notifying the Company and the Trustee of its election to do so, at any time on or before the either Remarketing Date, if: (i) any of the conditions referred to or set forth in subsection 8(a) or (b) hereof have not been met or satisfied in full or any of the events set forth in subsection 8(c) or 8(d) shall have occurred; or (ii) the Remarketing Dealer determines, in its sole discretion, after consultation with the Company, that there is material, non-public information about the Company that is not available to the Remarketing Dealer which is necessary for it to fulfill its obligations under this Agreement. (c) If this Agreement is terminated pursuant to this Section 10, such termination shall be without liability of any party to any other party, except that, in the case of a termination resulting from a failure to observe the conditions set forth in subsections 8(a) or 8(b), or the occurrence of any of the events set forth in subsection 8(c) or any of clauses 8(d)(i(i) through 8(d)(iv(iv) of subsection 8(d), the Company shall reimburse the Remarketing Dealer for all of its reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Remarketing Dealer. Section 9 and subsections 3(f), 4(h), 10(c) and 10(d) shall survive such termination and remain in full force and effect. (d) Upon Upon: (i) the termination of this Agreement pursuant to subsection 10(b) (except as a result of an any event described in subsection 8(d)(vii) and subject to the Remarketing Dealer's obligation to comply with Section 4(d) hereof)), or (ii) a repurchase by the Company of any Drs. due to a failure by the holder thereof to deliver the Drs. to the Remarketing Dealer against payment therefor in connection with a mandatory tender, then, upon the request of the Remarketing Dealer, the Company shall pay the Call Price (as defined below) to the Remarketing Dealer. The Remarketing Dealer shall promptly notify the Company of the Call Price by telephone, confirmed in writing (which may include facsimile or other electronic transmission). The Call Price shall be paid in same-day funds by wire transfer to an account designated by the Remarketing Dealer, the Call Price. The Call Price Dealer and shall be paid as soon as practicable after the Remarketing Dealer has determined the Call Price practicable, and notified the Company of the Call Price, but in any case no event not later than the earlier of (x) three Business Days after written notification to the Company and (y)) the first Remarketing Date after notification to the Company.