Common use of Mandatory Tender Clause in Contracts

Mandatory Tender. Provided that the MAPS Agent gives notice to the Company and the Trustee on a Business Day not later than ten (10) days prior to the MAPS Remarketing Date of its intention to purchase the Notes for remarketing (the "Notification Date"), each Note shall be automatically tendered, or deemed tendered, to the MAPS Agent for remarketing on the MAPS Remarketing Date, except in the circumstances set forth in Section 304. The purchase price for the tendered Notes to be paid by the MAPS Agent shall equal 100% of the principal amount thereof. When the Notes are tendered for remarketing, the MAPS Agent may remarket the Notes for its own account at varying prices to be determined by the MAPS Agent at the time of each sale. From, and including, the MAPS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes shall bear interest at the MAPS Interest Rate. If the MAPS Agent elects to remarket the Notes, the obligation of the MAPS Agent to purchase the Notes on the MAPS Remarketing Date is subject to, among other things, the conditions specified in the applicable MAPS Remarketing Agreement. If the MAPS Agent for any reason does not purchase all tendered Notes on the MAPS Remarketing Date or if the MAPS Agent gives notice of its intention to remarket the Notes but for any reason does not purchase all tendered Notes on the MAPS Remarketing Date, then as of such date the Notes will cease to be in the MAPS Mode, the MAPS Remarketing Date will constitute an Interest Rate Adjustment Date, and the Notes may be subject to remarketing on such date by a Remarketing Agent appointed by the Company in the Commercial Paper Mode or the Long Term Rate Mode or a new MAPS Mode established by the Company in accordance with the procedures set forth in Section 205 hereof, provided that, in such case, the notice period required for conversion shall be the lesser of ten (10) days and the period commencing the date that the MAPS Agent notifies the Company that it will not purchase the Notes for remarketing on the MAPS Remarketing Date or fails to so purchase, as the case may be.

Mandatory Tender. Provided that If the MAPS Agent Remarketing Dealer gives notice to the ---------------- Company and the Trustee on a no earlier than the tenth Business Day not and no later than ten (10) days 4:00 p.m., New York City time, on the fifth Business Day prior to the MAPS Remarketing Date applicable to a series of ROARS, of its intention to purchase the Notes such series of ROARS for remarketing (the "Notification Date"), each Note of the ROARS in such series shall be automatically tendered, or deemed tendered, to the MAPS Agent Remarketing Dealer for remarketing purchase on the MAPS such Remarketing Date, except in the certain circumstances set forth described in Section 304205. The purchase price for the tendered Notes to applicable ROARS Purchase Price shall be paid by the MAPS Agent Remarketing Dealer and the Company shall equal 100% pay accrued interest, if any, on such series of ROARS to such the principal amount thereofRemarketing Date. When the Notes are If a series of ROARS is tendered for remarketing, the MAPS Agent may remarket Remarketing Dealer shall sell the Notes total aggregate principal amount of such series of ROARS on the applicable Remarketing Date for its own account at varying prices the applicable Dollar Price to be determined by the MAPS Agent at Reference Corporate Dealer providing the time of each salelowest Bid. From, and includingIf two or more Reference Corporate Dealers provide the lowest Bid, the MAPS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes Dealer shall bear interest at the MAPS Interest Ratesell such series of ROARS to such of those Reference Corporate Dealers as it determines in its sole discretion. If the MAPS Agent Remarketing Dealer elects to remarket the Notesa series of ROARS, the obligation of the MAPS Agent Remarketing Dealer to purchase the Notes such series of ROARS on the MAPS applicable Remarketing Date is subject to, among other things, to the conditions specified set forth in the applicable MAPS Remarketing Agreement. If the MAPS Agent for any reason the Remarketing Dealer does not purchase all tendered Notes of such series of ROARS on the MAPS Remarketing Date or if the MAPS Agent gives notice of its intention to remarket the Notes but for any reason does not purchase all tendered Notes on the MAPS applicable Remarketing Date, then as the Company shall be required to redeem such series of such date ROARS at a price equal to the Notes will cease to be in the MAPS Modeprincipal amount thereof plus all accrued and unpaid interest, the MAPS Remarketing Date will constitute an Interest Rate Adjustment Dateif any, and the Notes may be subject to remarketing on such date by a series of ROARS to such Remarketing Agent appointed by the Company in the Commercial Paper Mode or the Long Term Rate Mode or a new MAPS Mode established by the Company in accordance with the procedures set forth in Section 205 hereof, provided that, in such case, the notice period required for conversion shall be the lesser of ten (10) days and the period commencing the date that the MAPS Agent notifies the Company that it will not purchase the Notes for remarketing on the MAPS Remarketing Date or fails to so purchase, as the case may beDate.

Mandatory Tender. Provided that the MAPS SPURS Agent gives notice to the Company and the Trustee on a Business Day not later than ten (10) days prior to the MAPS SPURS Remarketing Date of its intention to purchase the Notes for remarketing (the "Notification Date"), each Note shall be automatically tendered, or deemed tendered, to the MAPS SPURS Agent for remarketing on the MAPS SPURS Remarketing Date, except in the circumstances set forth in Section 304. The purchase price for the tendered Notes to be paid by the MAPS SPURS Agent shall equal 100% of the principal amount thereof. When the Notes are tendered for remarketing, the MAPS SPURS Agent may remarket the Notes for its own account at varying prices to be determined by the MAPS SPURS Agent at the time of each sale. From, and including, the MAPS SPURS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes shall bear interest at the MAPS SPURS Interest Rate. If the MAPS SPURS Agent elects to remarket the Notes, the obligation of the MAPS SPURS Agent to purchase the Notes on the MAPS SPURS Remarketing Date is subject to, among other things, the conditions specified in the applicable MAPS SPURS Remarketing Agreement. If the MAPS SPURS Agent for any reason does not purchase all tendered Notes on the MAPS SPURS Remarketing Date or if the MAPS SPURS Agent gives notice of its intention to remarket the Notes but for any reason does not purchase all tendered Notes on the MAPS SPURS Remarketing Date, then as of such date the Notes will cease to be in the MAPS SPURS Mode, the MAPS SPURS Remarketing Date will constitute an Interest Rate Adjustment Date, and the Notes may be subject to remarketing on such date by a Remarketing Agent appointed by the Company in the Commercial Paper Mode or the Long Term Rate Mode or a new MAPS SPURS Mode established by the Company in accordance with the procedures set forth in Section 205 hereof, provided that, in such case, the notice period required for conversion shall 27 29 be the lesser of ten (10) days and the period commencing the date that the MAPS SPURS Agent notifies the Company that it will not purchase the Notes for remarketing on the MAPS SPURS Remarketing Date or fails to so purchase, as the case may be.

Mandatory Tender. Provided that (i) On a Business Day not earlier than 20 Business Days prior to the MAPS Agent gives notice first Remarketing Date, and not later than 4:00 p.m., New York City time, on the 15th Business Day prior to such Remarketing Date or (ii) not later than four Business Days prior to the occurrence of the subsequent Remarketing Date, the Remarketing Dealer shall notify the Company and the Trustee on a Business Day not later than ten (10) days prior as to the MAPS Remarketing Date of its intention whether it elects to purchase the Notes ROARS for remarketing (on such Remarketing Date. If the "Notification Date")Remarketing Dealer so elects, each Note the ROARS shall be automatically tenderedsubject to mandatory tender, or and shall be deemed tendered, to the MAPS Agent Remarketing Dealer for purchase and remarketing on the MAPS such Remarketing Date, except in accordance with the circumstances set forth in Section 304terms and subject to the conditions described herein. The purchase price for ROARS shall be remarketed at a fixed rate of interest equal to the tendered Notes Interest Rate to be paid by Maturity, unless the MAPS Agent shall equal 100% of Company has elected to exercise its Floating Period Option or redeem the principal amount thereofROARS on the applicable Remarketing Date. When If the Notes are tendered for remarketingCompany so elects, the MAPS Agent may remarket the Notes for its own account at varying prices to be determined by the MAPS Agent at the time of each sale. From, and including, the MAPS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes ROARS shall bear interest at the MAPS Floating Period Interest RateRate until the Floating Period Termination Date, at which time the ROARS shall be remarketed at a fixed rate of interest equal to the Interest Rate to Maturity unless the Company has chosen to redeem, or is required to redeem, the ROARS, as set forth herein. The purchase price of the tendered ROARS shall be equal to 100% of the aggregate principal amount thereof on the first Remarketing Date, or the Dollar Price on the subsequent Remarketing Date. Subject to the Remarketing Dealer's election to purchase the ROARS, the Remarketing Dealer shall sell the aggregate principal amount of the ROARS on the applicable Remarketing Date at the Dollar Price to the Reference Corporate Dealer providing the lowest Fixed Rate Bid (if the Remarketing Date constitutes a Fixed Rate Remarketing Date) or to the Reference Money Market Dealer providing the lowest Floating Rate Bid (if the Remarketing Date constitutes a Floating Rate Remarketing Date), in the case of the first Remarketing Date, or to the Reference Corporate Dealer providing the lowest Fixed Rate Bid, in the case of the subsequent Remarketing Date. If the MAPS Agent lowest applicable Bid is submitted by two or more of the applicable Reference Dealers, the Remarketing Dealer shall sell such ROARS to one or more of such Reference Dealers, as it shall determine in its sole discretion. If the Remarketing Dealer elects to remarket purchase the NotesROARS, the obligation of the MAPS Agent Remarketing Dealer to purchase the Notes ROARS on the MAPS any Remarketing Date is shall be subject to, among other things, the to certain conditions specified set forth in the applicable MAPS Remarketing Agreement. If the MAPS Agent for any reason the Remarketing Dealer does not purchase all tendered Notes the ROARS on the MAPS Remarketing Date or if the MAPS Agent gives notice of its intention to remarket the Notes but for any reason does not purchase all tendered Notes on the MAPS Remarketing Date, then as of such date the Notes will cease to be in the MAPS Mode, the MAPS Remarketing Date will constitute an Interest Rate Adjustment Date, and the Notes may be subject to remarketing on such date by a Remarketing Agent appointed by the Company in shall be required to redeem the Commercial Paper Mode or the Long Term Rate Mode or a new MAPS Mode established by the Company ROARS in accordance with Section 3.1(a) hereof at a price equal to 100% of the procedures set forth in Section 205 hereofaggregate principal amount of the ROARS, provided thatplus accrued and unpaid interest, in if any, if such caseRemarketing Date is the first Remarketing Date, or at the notice period required for conversion shall be the lesser of ten (10) days Dollar Price, plus accrued and the period commencing the date that the MAPS Agent notifies the Company that it will not purchase the Notes for remarketing unpaid interest, if any, on the MAPS subsequent Remarketing Date or fails to so purchase, as the case may beDate.

Mandatory Tender. Provided that the MAPS Agent gives notice to the Company and the Trustee on a Business Day not later than ten (10) days five Business Days prior to the MAPS Remarketing Date the Call Holder notifies the Company and the Trustee of its intention election to purchase the Notes MVPs on the Remarketing Date for remarketing (the "Notification Date"), each Note the MVPs shall be automatically tendered, or deemed tendered, subject to mandatory tender to the MAPS Agent Call Holder, and the Call Holder shall be obligated to purchase the MVPs, for remarketing on the MAPS Remarketing Date and, if such date is designated as the Interim Period Remarketing Date, except the Additional Remarketing Date thereafter, subject in each case to the circumstances conditions described herein and set forth in Section 304the Remarketing and Interest Calculation Agreement. The purchase price for the tendered Notes to be paid by the MAPS Agent MVPs shall equal 100% of the principal amount thereof. When From and including the Notes are tendered for remarketingRemarketing Date (if such date is not the Interim Period Remarketing Date) or the Additional Remarketing Date (if the Remarketing Date is the Interim Period Remarketing Date), the MAPS Agent may remarket the Notes for its own account at varying prices to be determined by the MAPS Agent at the time of each sale. From, and including, the MAPS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes shall MVPs will bear interest at the MAPS Interest RateRate to Maturity, determined pursuant to Section 4 hereof. During the Interim Period, if any, the MVPs will bear interest at the Interim Period Interest Rate determined pursuant to Section 4 hereof. If the MAPS Agent Call Holder elects to remarket the NotesMVPs, the obligation of the MAPS Agent Call Holder to purchase the Notes MVPs on the MAPS Remarketing Date any remarketing date is subject to, among other things, to the conditions specified in Section 9 of the applicable MAPS Remarketing and Interest Calculation Agreement. If the MAPS Agent Call Holder purchases MVPs on any remarketing date, it must purchase all of the MVPs. If for any reason the Call Holder does not purchase all tendered Notes of the MVPs on the MAPS Remarketing Date or if the MAPS Agent gives notice of its intention to remarket the Notes but for any reason does not purchase all tendered Notes on the MAPS Remarketing Date, then as of such date the Notes will cease to be in the MAPS Moderemarketing date, the MAPS Remarketing Date will constitute an Interest Rate Adjustment DateCompany shall be required to repurchase from the Beneficial Owners thereof, and the Notes may Beneficial Owners will be subject required to sell to the Company, all the MVPs at a price equal to the principal amount thereof plus all accrued and unpaid interest, if any, on the MVPs to such remarketing on such date by a Remarketing Agent appointed by the Company in the Commercial Paper Mode or the Long Term Rate Mode or a new MAPS Mode established by the Company in accordance with the procedures set forth as provided in Section 205 6 hereof, provided that, in such case, the notice period required for conversion shall be the lesser of ten (10) days and the period commencing the date that the MAPS Agent notifies the Company that it will not purchase the Notes for remarketing on the MAPS Remarketing Date or fails to so purchase, as the case may be.

Mandatory Tender. Provided that the MAPS SPURS Agent gives notice to the Company and the Trustee on a Business Day not later than ten (10) days prior to the MAPS SPURS Remarketing Date of its intention to purchase the Notes for remarketing (the "Notification Date"), each Note shall be automatically tendered, or deemed tendered, to the MAPS SPURS Agent for remarketing on the MAPS SPURS Remarketing Date, except in the circumstances set forth in Section 304. The purchase price for the tendered Notes to be paid by the MAPS SPURS Agent shall equal 100% of the principal amount thereof. When the Notes are tendered for remarketing, the MAPS SPURS Agent may remarket the Notes for its own account at varying prices to be determined by the MAPS SPURS Agent at the time of each sale. From, and including, the MAPS SPURS Remarketing Date to, but excluding, the next succeeding Interest Rate Adjustment Date, the Notes shall bear interest at the MAPS SPURS Interest Rate. If the MAPS SPURS Agent elects to remarket the Notes, the obligation of the MAPS SPURS Agent to purchase the Notes on the MAPS SPURS Remarketing Date is subject to, among other things, the conditions specified in the applicable MAPS SPURS Remarketing Agreement. If the MAPS SPURS Agent for any reason does not purchase all tendered Notes on the MAPS SPURS Remarketing Date or if the MAPS SPURS Agent gives notice of its intention to remarket the Notes but for any reason does not purchase all tendered Notes on the MAPS SPURS Remarketing Date, then as of such date the Notes will cease to be in the MAPS SPURS Mode, the MAPS SPURS Remarketing Date will constitute an Interest Rate Adjustment Date, and the Notes may be subject to remarketing on such date by a Remarketing Agent appointed by the Company in the Commercial Paper Mode or the Long Term Rate Mode or a new MAPS SPURS Mode established by the Company in accordance with the procedures set forth in Section 205 hereof, provided that, in such case, the notice period required for conversion shall be the lesser of ten (10) days and the period commencing the date that the MAPS SPURS Agent notifies the Company that it will not purchase the Notes for remarketing on the MAPS SPURS Remarketing Date or fails to so purchase, as the case may be.