Common use of Final Remarketing Clause in Contracts

Final Remarketing. (i) Unless a Successful Early Remarketing or a Termination Event has occurred or will occur prior to the Purchase Contract Settlement Date, in order to dispose of the Notes underlying Pledged Applicable Ownership Interests in Notes of any Holders of Corporate Units who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement as provided in Section 5.03(a)(i) above, or who have so notified the Purchase Contract Agent but failed to make such payment as required by Section 5.03(a)(ii) above, in each case along with any Separate Notes, the holders of which have elected to participate in a Final Remarketing pursuant to clause (c) below, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement to remarket such Notes on any date or dates selected by the Company during the Final Remarketing Period (each such date, a “Final Remarketing Date”). The Purchase Contract Agent, based on the notices specified pursuant to Section 5.03(a)(iv), shall notify the Remarketing Agent in writing, promptly after 4:00 p.m. (New York City time) on the Business Day immediately preceding the first day of the Final Remarketing Period, of the aggregate principal amount of Notes attributable to the Pledged Applicable Ownership Interests in Notes that are to be remarketed. Concurrently, the Custodial Agent, based on the notices specified in clause (c) below, will notify the Remarketing Agent in writing of the aggregate principal amount of Separate Notes to be remarketed in any Remarketing to occur in the Final Remarketing Period. Upon receipt of notice from the Purchase Contract Agent as set forth in this Section 5.03(b)(i) and notice of the Separate Notes (if any) from the Custodial Agent as set forth in this Section 5.03(b)(i), the Remarketing Agent shall, on the Remarketing Date or Dates in the Final Remarketing Period, use reasonable efforts to remarket, as provided in the Remarketing Agreement, such Notes and such Separate Notes at the applicable Remarketing Price.

Final Remarketing. (i) Unless a Special Event Redemption, a Successful Early Optional Remarketing or a Termination Event has occurred or will occur prior to the Purchase Contract Settlement Datefirst day of the Final Remarketing Period, in order to dispose of the Notes Debentures underlying Pledged Applicable Ownership Interests in Notes Debentures of any Holders of Corporate Units who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement as provided in Section 5.03(a)(i) above, or who have so notified the Purchase Contract Agent but failed to make such payment as required by Section 5.03(a)(ii) above, in each case along with any Separate NotesDebentures, the holders of which have elected to participate in a Final Remarketing pursuant to clause (c) below, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement to remarket such Notes Debentures on any date or dates selected by the Company during the Final Remarketing Period (each such date, a “Final Remarketing Date”). The Purchase Contract Agent, based on the notices specified pursuant to Section 5.03(a)(iv), shall notify the Remarketing Agent in writing, promptly after 4:00 5:00 p.m. (New York City time) on the Business Day immediately preceding the first day of the Final Remarketing Period, of the aggregate principal amount of Notes Debentures attributable to the Pledged Applicable Ownership Interests in Notes Debentures that are to be remarketed. Concurrently, the Custodial Agent, based on the notices specified in clause (c) below, will notify the Remarketing Agent in writing of the aggregate principal amount of Separate Notes Debentures to be remarketed in any Remarketing to occur in the Final Remarketing Period. Upon receipt of notice from the Purchase Contract Agent as set forth in this Section 5.03(b)(i) and notice of the Separate Notes Debentures (if any) from the Custodial Agent as set forth in this Section 5.03(b)(i), the Remarketing Agent shall, on the Remarketing Date or Dates in the Final Remarketing Period, use reasonable efforts to remarket, as provided in the Remarketing Agreement, such Notes Debentures and such Separate Notes Debentures at the applicable Remarketing Price.

Final Remarketing. (i) Unless a Special Event Redemption, a Successful Early Optional Remarketing or a Termination Event has occurred or will occur prior to the Purchase Contract Settlement Datefirst day of the Final Remarketing Period, in order to dispose of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes of any Holders of Corporate Units Units, who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement as provided in Section 5.03(a)(i5.02(b)(i) above, or who have so notified the Purchase Contract Agent but failed to make such payment as required by Section 5.03(a)(ii5.02(b)(ii) above, in each case along with any Separate Senior Notes, the holders of which have elected to participate in a Final Remarketing pursuant to clause (cd)(ii) below, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement to remarket such Senior Notes on any date or dates selected by the Company during the Final Remarketing Period (each such date, a “"Final Remarketing Date”"). The Purchase Contract Agent, based on the notices specified pursuant to Section 5.03(a)(iv5.02(b)(iv), shall notify the Remarketing Agent in writing, promptly after 4:00 5:00 p.m. (New York City time) on the Business Day immediately preceding the first day of the Final Applicable Remarketing Period, of the aggregate principal amount of Senior Notes attributable to the Pledged Applicable Ownership Interests in Senior Notes that are to be remarketed. Concurrently, the Custodial Agent, based on the notices specified in clause (cd)(ii) below, will notify the Remarketing Agent in writing of the aggregate principal amount of Separate Senior Notes to be remarketed in any Remarketing to occur in the Final Remarketing Period. Upon receipt of notice from the Purchase Contract Agent as set forth in this Section 5.03(b)(i5.02(c)(i) above and notice of the Separate Senior Notes (if any) from the Custodial Agent as set forth in this Section 5.03(b)(i)5.02(c)(i) above, the Remarketing Agent shall, on the Remarketing Date or Dates in the Final Remarketing Period, use reasonable efforts to remarket, as provided in the Remarketing Agreement, such Senior Notes and such Separate Senior Notes at the applicable Remarketing Price. If the Remarketing Agent is able to remarket such Senior Notes and Separate Senior Notes (if any) for at least the Remarketing Price in any Final Remarketing (other than to the Company) in accordance with the Remarketing Agreement (a "Successful Final Remarketing"), the Collateral Agent shall cause the Securities Intermediary to transfer to the Remarketing Agent the remarketed Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Final Remarketing attributable to such Senior Notes, and the Custodial Agent shall transfer the remarketed Separate Senior Notes to the Remarketing Agent upon confirmation of receipt of proceeds of such Successful Final Remarketing attributable to such Separate Senior Notes. Settlement shall occur on the Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds, the Collateral Agent shall, on the Purchase Contract Settlement Date, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of such proceeds equal to the aggregate principal amount of such Senior Notes to satisfy in full the Obligations of Holders of Corporate Units to pay the Purchase Price for the shares of Common Stock under the related Purchase Contracts, less the amount of any accrued and unpaid Contract Adjustment Payments payable to such Holders, and promptly remit the balance of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Purchase Contract Settlement Date Pro Rata in accordance with their respective interests. With respect to any Separate Senior Notes remarketed, the Custodial Agent shall remit such proceeds of the Successful Final Remarketing received from the Remarketing Agent pro rata to Holders of such Separate Senior Notes. If, in spite of its reasonable efforts, the Remarketing Agent cannot remarket the Senior Notes at a price not less than the Remarketing Price (other than to the Company) or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the remarketing will be deemed to have failed (a "Failed Final Remarketing"). Following a Failed Final Remarketing, as of the Purchase Contract Settlement Date, each Holder of any Pledged Applicable Ownership Interests in Senior Notes, unless such Holder has provided written notice to the Purchase Contract Agent in substantially the form of Exhibit M hereto of its intention to settle the related Purchase Contract with separate cash prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date and on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date delivered the Purchase Price to the Securities Intermediary for deposit in the Collateral Account in lawful money of the United States by certified or cashiers check or wire transfer in immediately available funds payable to or upon the order of the Securities Intermediary (which settlement may only be effected in integral multiples of 20 Corporate Units), shall be deemed to have exercised such Holder's Put Right with respect to the Senior Notes underlying such Pledged Applicable Ownership Interests in Senior Notes and to have elected to have a portion of the Proceeds of the Put Right set-off against such Holder's obligation to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the related Purchase Contracts in full satisfaction of such Holders' Obligations under such Purchase Contracts. Following such set-off, each such Holder's Obligations, including to pay the Purchase Price for the shares of Common Stock, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Senior Notes underlying such Pledged Applicable Interests in Senior Notes from the Collateral Account and shall promptly transfer such Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining portion of the Proceeds of the Holder's exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Applicable Ownership Interests in Senior Notes relate. Upon (x) receipt by the Collateral Agent of a notice from the Purchase Contract Agent in substantially the form of Exhibit N hereto promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units that such Holder has elected, in accordance with this Section 5.02(c)(iii), to settle the related Purchase Contract with separate cash and (y) payment by such Holder to the Securities Intermediary of the Purchase Price in accordance with the first sentence of this Section 5.02(c)(iii), in lieu of exercise of such Holder's Put Right, the Securities Intermediary shall give the Purchase Contract Agent notice of the receipt of such payment in substantially the form of Exhibit O hereto and shall (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.02(c)(iii) with respect to Cash Settlement, (B) promptly release from the Pledge the Senior Notes underlying the Applicable Ownership Interest in Senior Notes related to the Corporate Units as to which such Holder has paid such separate cash and (C) promptly Transfer all such Senior Notes to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby, whereupon the Purchase Contract Agent shall Transfer such Senior Notes in accordance with written instructions provided by the Holder thereof or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Senior Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the relevant abandoned property laws of the state where such Senior Notes and interest payments thereon, if any, are held. Upon maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall, and is hereby authorized to, (A) instruct the Securities Intermediary to remit to the Company on the Purchase Contract Settlement Date such portion of the proceeds of such Permitted Investments as is equal to the aggregate Purchase Price under all Purchase Contracts in respect of which separate cash has been paid as provided in this Section 5.02(c)(iii) to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of such amount earned from such Permitted Investments to the Purchase Contract Agent for distribution to the Holders who have paid such separate cash pro-rata in proportion to the amount paid by such Holders under this Section 5.02(c)(iii).

Final Remarketing. (i) Unless a Special Event Redemption, a Successful Early Optional Remarketing or a Termination Event has occurred or will occur prior to the Purchase Contract Settlement Datefirst day of the Final Remarketing Period, in order to dispose of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes of any Holders of Corporate Units Units, who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement as provided in Section 5.03(a)(i5.02(b)(i) above, or who have so notified the Purchase Contract Agent but failed to make such payment as required by Section 5.03(a)(ii5.02(b)(ii) above, in each case along with any Separate Senior Notes, the holders of which have elected to participate in a Final Remarketing pursuant to clause (cd)(ii) below, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement to remarket such Senior Notes on any date or dates selected by the Company during the Final Remarketing Period (each such date, a “"Final Remarketing Date”"). The Purchase Contract Agent, based on the notices specified pursuant to Section 5.03(a)(iv5.02(b)(iv), shall notify the Remarketing Agent in writing, promptly after 4:00 5:00 p.m. (New York City time) on the Business Day immediately preceding the first day of the Final Applicable Remarketing Period, of the aggregate principal amount of Senior Notes attributable to the Pledged Applicable Ownership Interests in Senior Notes that are to be remarketed. Concurrently, the Custodial Agent, based on the notices specified in clause (cd)(ii) below, will notify the Remarketing Agent in writing of the aggregate principal amount of Separate Senior Notes to be remarketed in any Remarketing to occur in the Final Remarketing Period. Upon receipt of notice from the Purchase Contract Agent as set forth in this Section 5.03(b)(i5.02(c)(i) above and notice of the Separate Senior Notes (if any) from the Custodial Agent as set forth in this Section 5.03(b)(i)5.02(c)(i) above, the Remarketing Agent shall, on the Remarketing Date or Dates in the Final Remarketing Period, use reasonable efforts to remarket, as provided in the Remarketing Agreement, such Senior Notes and such Separate Senior Notes at the applicable Remarketing Price. If the Remarketing Agent is able to remarket such Senior Notes and Separate Senior Notes (if any) for at least the Remarketing Price in any Final Remarketing (other than to the Company) in accordance with the Remarketing Agreement (a "Successful Final Remarketing"), the Collateral Agent shall cause the Securities Intermediary to transfer to the Remarketing Agent the remarketed Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Final Remarketing attributable to such Senior Notes, and the Custodial Agent shall transfer the remarketed Separate Senior Notes to the Remarketing Agent upon confirmation of receipt of proceeds of such Successful Final Remarketing attributable to such Separate Senior Notes. Settlement shall occur on the Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds, the Collateral Agent shall, on the Purchase Contract Settlement Date, upon written direction of the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of such proceeds equal to the aggregate principal amount of such Senior Notes to satisfy in full the Obligations of Holders of Corporate Units to pay the Purchase Price for the shares of Common Stock under the related Purchase Contracts, less the amount of any accrued and unpaid Contract Adjustment Payments payable to such Holders, and promptly remit the balance of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Purchase Contract Settlement Date Pro Rata in accordance with their respective interests. With respect to any Separate Senior Notes remarketed, the Custodial Agent shall remit such proceeds of the Successful Final Remarketing received from the Remarketing Agent pro rata to Holders of such Separate Senior Notes. For the avoidance of doubt, Holders and holders of Separate Notes participating in a Successful Final Remarketing shall not be liable for payment of any remarketing fee. If, in spite of its reasonable efforts, the Remarketing Agent cannot remarket the Senior Notes at a price not less than the Remarketing Price (other than to the Company) or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the remarketing will be deemed to have failed (a "Failed Final Remarketing"). Following a Failed Final Remarketing, as of the Purchase Contract Settlement Date, each Holder of any Pledged Applicable Ownership Interests in Senior Notes, unless such Holder has provided written notice to the Purchase Contract Agent in substantially the form of Exhibit M hereto of its intention to settle the related Purchase Contract with separate cash prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date and on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date delivered the Purchase Price to the Securities Intermediary for deposit in the Collateral Account in lawful money of the United States by certified or cashiers check or wire transfer in immediately available funds payable to or upon the order of the Securities Intermediary (which settlement may only be effected in integral multiples of 20 Corporate Units), shall be deemed to have exercised such Holder's Put Right with respect to the Senior Notes underlying such Pledged Applicable Ownership Interests in Senior Notes and to have elected to apply a portion of the Proceeds of the Put Right equal to the aggregate Purchase Price against such Holder's obligation to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the related Purchase Contracts in full satisfaction of such Holders' Obligations under such Purchase Contracts. Following such application, if practicable by way of set-off, each such Holder's Obligations, including to pay the Purchase Price for the shares of Common Stock, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Senior Notes underlying such Pledged Applicable Interests in Senior Notes from the Collateral Account and shall promptly transfer such Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining portion of the Proceeds of the Holder's exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Applicable Ownership Interests in Senior Notes relate. Upon (x) receipt by the Collateral Agent of a notice from the Purchase Contract Agent in substantially the form of Exhibit N hereto promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units that such Holder has elected, in accordance with this Section 5.02(c)(iii), to settle the related Purchase Contract with separate cash and (y) payment by such Holder to the Securities Intermediary of the Purchase Price in accordance with the first sentence of this Section 5.02(c)(iii), in lieu of exercise of such Holder's Put Right, the Securities Intermediary shall give the Purchase Contract Agent notice of the receipt of such payment in substantially the form of Exhibit O hereto and shall (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.02(b)(v) with respect to Cash Settlement, (B) promptly release from the Pledge the Senior Notes underlying the Applicable Ownership Interest in Senior Notes related to the Corporate Units as to which such Holder has paid such separate cash and (C) promptly Transfer all such Senior Notes to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby, whereupon the Purchase Contract Agent shall Transfer such Senior Notes in accordance with written instructions provided by the Holder thereof or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Senior Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the relevant abandoned property laws of the state where such Senior Notes and interest payments thereon, if any, are held. Upon maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall, and is hereby authorized to, (A) instruct the Securities Intermediary to remit to the Company on the Purchase Contract Settlement Date such portion of the proceeds of such Permitted Investments as is equal to the aggregate Purchase Price under all Purchase Contracts in respect of which separate cash has been paid as provided in this Section 5.02(c)(iii) to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of such amount earned from such Permitted Investments to the Purchase Contract Agent for distribution to the Holders who have paid such separate cash pro-rata in proportion to the amount paid by such Holders under this Section 5.02(c)(iii).

Final Remarketing. (i) Unless a Successful Early Remarketing Remarketing, a Special Event Redemption or a Termination Event has occurred or will occur prior to the Purchase Contract Settlement Date, in order to dispose of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes of any Holders of Corporate Units who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement as provided in Section 5.03(a)(i) above, or who have so notified the Purchase Contract Agent but failed to make such payment as required by Section 5.03(a)(ii) above, in each case along with any Separate Senior Notes, the holders of which have elected to participate in a Final Remarketing pursuant to clause (cd) below, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement to remarket such Senior Notes on any date or dates selected by the Company during the Final Remarketing Period (each such date, a “Final Remarketing Date”). The Purchase Contract Agent, based on the notices specified pursuant to Section 5.03(a)(iv), shall notify the Remarketing Agent in writing, promptly after 4:00 p.m. (New York City time) on the Business Day immediately preceding the first day of the Final Remarketing Period, of the aggregate principal amount of Senior Notes attributable to the Pledged Applicable Ownership Interests in Senior Notes that are to be remarketed. Concurrently, the Custodial Agent, based on the notices specified in clause (cd) below, will notify the Remarketing Agent in writing of the aggregate principal amount of Separate Senior Notes to be remarketed in any Remarketing to occur in the Final Remarketing Period. Upon receipt of notice from the Purchase Contract Agent as set forth in this Section 5.03(b)(i) and notice of the Separate Senior Notes (if any) from the Custodial Agent as set forth in this Section 5.03(b)(i), the Remarketing Agent shall, on each of the Remarketing Date or Dates in the Final Remarketing Period, use reasonable efforts to remarket, as provided in the Remarketing Agreement, such Senior Notes and such Separate Senior Notes at the applicable Remarketing PricePrice until there is a Successful Final Remarketing.