Common use of Optional Remarketing Clause in Contracts

Optional Remarketing. Pursuant to the Indenture and the Remarketing Agreement, on or prior to 5:00 p.m. (New York City time) on the second Business Day, but no earlier than the fifth Business Day, preceding the first of the three sequential remarketing dates of any Three-Day Remarketing Period, registered holders of Separated Senior Notes may elect to have their Separated Senior Notes remarketed by Transferring their Separated Senior Notes, together with a notice of such election, substantially in the form of Exhibit F hereto and Exhibit B to the Indenture Officers' Certificate, to the Collateral Agent and the Trustee, respectively, whereupon, the Collateral Agent shall hold such Separated Senior Notes in an account separate from the Collateral Account and cause such Separated Senior Notes to be included in any Remarketing pursuant to the Indenture and the Remarketing Procedures. Once such holder of such Separated Senior Notes delivers such notice and Separated Senior Notes as specified in the preceding sentence, such election may not be withdrawn and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing; provided, however, that if such a holder delivers only such a notice but not the Separated Senior Notes subject to the notice, then none of such holders' Separated Senior Notes shall be included in the Remarketing. If a Failed Remarketing occurs, the Remarketing Agents shall notify the Company, the Depositary, the Purchase Contract Agent, the Collateral Agent and the Trustee by telephone by 4:00 p.m. (New York City time) on the Final Remarketing Date that a Failed Remarketing has occurred and shall Transfer to the Collateral Agent, by the third Business Day following the Failed Remarketing, such Separated Senior Notes, whereupon the Collateral Agent shall promptly Transfer such Separated Senior Notes to the holders entitled thereto.

Optional Remarketing. Pursuant to the Indenture and the Remarketing Agreement, holders of Separated Senior Notes may elect to have such Separated Senior Note remarketed if such holder, on or prior to 5:00 p.m. (New York City time) on the second Business Day, but no earlier than the fifth Business Day, preceding the first of the three sequential remarketing dates of any Three-Day Remarketing Period, registered holders of Separated Senior Notes may elect delivers (a) to have their Separated Senior Notes remarketed by Transferring their Separated Senior Notes, together with the Trustee and the Collateral Agent a notice of such that election, substantially in the form of Exhibit F hereto and Exhibit B to of the Indenture Officers' CertificateCertificate and Exhibit F of the Pledge Agreement, respectively, specifying the aggregate principal amount of Senior Notes to be remarketed, and (b) such Separated Senior Notes, by book-entry transfer or other appropriate procedures, to the Collateral Agent and the Trusteefor Remarketing, respectivelyin each case, whereupon, the Collateral Agent shall hold such Separated Senior Notes in an account separate from the Collateral Account and cause such Separated Senior Notes to be included in any Remarketing pursuant to the Indenture and the Remarketing ProceduresIndenture. Once such the holder of such Separated Senior Notes delivers such notice and Separated Senior Notes as specified in the preceding sentence, such election may not be withdrawn and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing; provided, however, that if such a holder delivers only such a notice but not the Separated Senior Notes subject to the notice, then none of such holders' holder's Separated Senior Notes shall be included in the Remarketing. If a Failed Remarketing occurs, the Remarketing Agents shall notify the Company, the Depositary, the Purchase Contract Agent, the Collateral Agent and the Trustee by telephone by 4:00 p.m. (New York City time) on the Final Remarketing Date that a Failed Remarketing has occurred and shall Transfer to the Collateral Agent, by the third Business Day following the Failed Remarketing, such Separated Senior Notes, whereupon the Collateral Agent shall promptly Transfer such Separated Senior Notes to the holders entitled thereto.

Optional Remarketing. Pursuant to the Indenture indenture and the Remarketing Agreement, on or prior to 5:00 p.m. (New York City time) on the second Business Day, but no earlier than the fifth Business Day, preceding the first of the three sequential remarketing dates of any Three-Day Remarketing PeriodElection Date, registered holders of Separated Senior Notes Debt Securities may elect to have their Separated Senior Notes Debt Securities remarketed by Transferring their Separated Senior NotesDebt Securities, together with a notice of such election, substantially in the form of Exhibit F hereto and Exhibit B to the Indenture Officers' Certificate, to the Collateral Agent and the Trustee, respectively, whereupon, the Collateral Agent shall hold such Separated Senior Notes Debt Securities in an account separate from the Collateral Account and cause such Separated Senior Notes Debt Securities to be included in any Remarketing pursuant to the Indenture and the Remarketing Procedures. Once such holder of such Separated Senior Notes Debt Securities delivers such notice and Separated Senior Notes Debt Securities as specified in the preceding sentence, such election may not be withdrawn and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing; provided, however, that if such a holder delivers only such a notice but not the Separated Senior Notes Debt Securities subject to the notice, then none of such holders' Separated Senior Notes Debt Securities shall be included in the Remarketing. If a Failed Remarketing occurs, the Remarketing Agents Agent shall notify by telephone the Company, the Depositary, the Purchase Contract Agent, the Collateral Agent and the Trustee by telephone by 4:00 p.m. (New York City time) on the Final Remarketing Date that a Failed Remarketing has occurred and shall Transfer to the Collateral Agent, by the third Business Day following the Failed Remarketing, such Separated Senior NotesDebt Securities, whereupon the Collateral Agent shall promptly Transfer such Separated Senior Notes Debt Securities to the holders entitled thereto.

Optional Remarketing. Pursuant to Under the Supplemental Indenture and the Remarketing Agreement, on or prior to before 5:00 p.m. (New York City time) on the second Business Day, but no earlier than the fifth Business Day, preceding the first of the three sequential remarketing dates of any Three-Day Remarketing PeriodElection Date, registered holders of Separated Senior Notes may elect to have their Separated Senior Notes remarketed by Transferring their Separated Senior Notes, together with Notes to the Collateral Agent and giving a notice of such election, substantially in the form of Exhibit F hereto and Exhibit B H to the Indenture Officers' CertificatePurchase Contract Agreement, to the Collateral Agent and to the Indenture Trustee, respectively, whereupon, the Collateral Agent shall hold such Separated Senior Notes in an account separate from the Collateral Account and cause such Separated Senior Notes to be included in any the Remarketing pursuant to under the Supplemental Indenture and the Remarketing Procedures; provided, however, that the Collateral Agent shall not be required to establish such separate account unless and until it receives notice that Separated Senior Notes are to be included in the Remarketing. Once such holder of such Separated Senior Notes delivers such notice and Separated Senior Notes as specified in the preceding sentence, such election may not be withdrawn and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing; provided, however, that if such a holder delivers only such a notice but not the Separated Senior Notes subject to the notice, then none of such holdersHolders' Separated Senior Notes shall be included in the Remarketing. If there is a Successful Remarketing, the Collateral Agent shall Transfer such Separated Senior Notes in accordance with the instructions provided by the Remarketing Agent under the Remarketing Agreement. If a Failed Remarketing occurs, the Remarketing Agents shall notify the Company, the Depositary, the Purchase Contract Agent, the Collateral Agent and the Trustee by telephone by 4:00 p.m. (New York City time) on the Final Remarketing Date that a Failed Remarketing has occurred and shall Transfer to the Collateral Agent, by the third Business Day following the Failed Remarketing, such Separated Senior Notes, whereupon the Collateral Agent shall promptly Transfer such Separated Senior Notes to the holders entitled thereto.

Optional Remarketing. Pursuant to the Supplemental Indenture and the Remarketing Agreement, on or prior to 5:00 p.m. (New York City time) on the second Business Day, but no earlier than the fifth Business Day, preceding the first of the three sequential remarketing dates of any Three-Day Remarketing PeriodElection Date, registered holders of Separated Senior Notes may elect to have their Separated Senior Notes remarketed by Transferring their Separated Senior Notes, together with Notes to the Collateral Agent and giving a notice of such election, substantially in the form of Exhibit F hereto and Exhibit B H to the Indenture Officers' CertificatePurchase Contract Agreement, to the Collateral Agent and the Trustee, respectively, whereupon, the Collateral Agent shall hold such Separated Senior Notes in an account separate from the Collateral Account and cause such Separated Senior Notes to be included in any the Remarketing pursuant to the Supplemental Indenture and the Remarketing Procedures. Once such holder of such Separated Senior Notes delivers such notice and Separated Senior Notes as specified in the preceding sentence, such election may not be withdrawn and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing; provided, however, that if such a holder delivers only such a notice but not the Separated Senior Notes subject to the notice, then none of such holdersHolders' Separated Senior Notes shall be included in the Remarketing. If there is a Successful Remarketing, the Collateral Agent shall Transfer such Separated Senior Notes in accordance with the instructions provided by the Remarketing Agent pursuant to the Remarketing Agreement. If a Failed Remarketing occurs, the Remarketing Agents shall notify the Company, the Depositary, the Purchase Contract Agent, the Collateral Agent and the Trustee by telephone by 4:00 p.m. (New York City time) on the Final Remarketing Date that a Failed Remarketing has occurred and shall Transfer to the Collateral Agent, by the third Business Day following the Failed Remarketing, such Separated Senior Notes, whereupon the Collateral Agent shall promptly Transfer such Separated Senior Notes to the holders entitled thereto.

Optional Remarketing. Pursuant to the Indenture and the Remarketing Agreement, on On or prior to 5:00 p.m. (New York City time) on the second fourth Business DayDay immediately preceding the Remarketing Date, any Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, but no earlier than the fifth Business Day, Interest Payment Date immediately preceding the first of last Interest Payment Date before the three sequential remarketing dates of any Three-Day Remarketing Periodrelevant Stock Purchase Date, registered holders of Separated Senior Separate Notes may elect to have their Separated Senior Separate Notes remarketed by Transferring their Separated Senior Notes, together with Separate Notes and delivering a notice of such election, substantially in the form of Exhibit F hereto and Exhibit B C to the Indenture Officers' CertificatePledge Agreement, to the Collateral Agent and Custodial Agent. On the Trusteethird Business Day immediately prior to the Remarketing Date, respectivelyany Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, whereuponby 10:00 a.m., New York City time, the Collateral Custodial Agent shall notify the Remarketing Agent of the number of such Separate Notes to be remarketed. The Custodial Agent will hold such Separated Senior Separate Notes in an account separate from the Collateral Account and cause Account. A holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such Separated Senior election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the fourth Business Day immediately preceding the applicable Remarketing Date, Accelerated Remarketing Date or the first day of a subsequent Remarketing Period, upon which notice the Custodial Agent will return such Separate Notes to be included in such holder. On the third Business Day immediately preceding the Remarketing Date, any Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the Indenture and terms thereof prior to such date. If the Remarketing Procedures. Once such holder of such Separated Senior the Separate Notes delivers such notice and Separated Senior Notes as specified in the preceding sentence, such election may not be withdrawn and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing; provided, however, that if such a holder delivers only such a notice but not the Separated Senior Separate Notes subject to the such notice, then none of such holders' Separated Senior holder's Separate Notes shall be included in the Remarketing. If Once the holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Failed Remarketing occursor Failed Accelerated Remarketing, the Remarketing Agents shall notify the Company, the Depositary, the Purchase Contract Agent, the Collateral Agent and the Trustee by telephone by 4:00 p.m. (New York City time) on the Final Remarketing Date that a Failed Remarketing has occurred and shall Transfer to the Collateral Agent, by the third Business Day following the Failed Remarketing, will promptly return such Separated Senior Notes, whereupon the Collateral Agent shall promptly Transfer such Separated Senior Separate Notes to the Custodial Agent for redelivery to such holders entitled theretoof such Separate Notes.

Optional Remarketing. Pursuant (i) Unless (1) a Termination Event has occurred, or (2) a Special Event Redemption has occurred, the Company may engage the Remarketing Agent, pursuant to the Indenture and terms of the Remarketing Agreement, to remarket the aggregate Senior Notes underlying the aggregate Applicable Ownership Interests in Senior Notes that are components of Corporate Units, along with any Separate Senior Notes, the holders of which have elected to participate in such remarketing pursuant to the Supplemental Indenture and clause (d) below, on any date or dates selected by the Company during an Optional Remarketing Period (each such date, an "Optional Remarketing Date"). If the Company elects to conduct one or more Optional Remarketings during an Optional Remarketing Period, (1) any Holder of Corporate Units who has not satisfied the requirements to effect an Early Settlement in accordance with Section 5.07 below prior to 5:00 p.m. the second Business Day immediately prior to the first day of such Optional Remarketing Period shall not be permitted to effect an Early Settlement from , but excluding, such second Business Day immediately prior to the first day of the such Optional Remarketing Period to and including the third Business Day immediately following the last day of such Optional Remarketing Period and (2) any Holder of Corporate Units or Treasury Units that has not otherwise satisfied the requirements to effect a Collateral Substitution in accordance with Sections 3.13 and 3.14 above to create Treasury Units or recreate Corporate Units, as applicable, shall not be permitted to effect a Collateral Substitution from, but excluding, such second Business Day immediately prior to the first day of such Optional Remarketing Period to and including the third Business Day immediately following the last day of such Optional Remarketing Period. If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 11:00 a.m. (New York City time) on the second Business Day, but no earlier than the fifth Business Day, Day immediately preceding the first day of the three sequential remarketing dates of any Three-Day such Optional Remarketing Period, registered holders the Collateral Agent shall notify in writing the Remarketing Agent of Separated the aggregate principal amount of Senior Notes may elect to have their Separated underlying the Pledged Applicable Ownership Interests in Senior Notes that are a part of the Corporate Units to be remarketed, and the Custodial Agent shall notify in writing the Remarketing Agent of the aggregate principal amount of Separate Senior Notes (if any) to be remarketed by Transferring their Separated Senior Notespursuant to clause (d)(ii) below. Pursuant to the Remarketing Agreement, together with a notice upon receipt of such election, substantially in the form of Exhibit F hereto and Exhibit B to the Indenture Officers' Certificate, to notices from the Collateral Agent and the TrusteeCustodial Agent, respectively, whereuponthe Remarketing Agent will on each Optional Remarketing Date use its reasonable efforts to remarket such Senior Notes at the applicable Remarketing Price. If the Remarketing Agent is able to remarket such Senior Notes for at least such Remarketing Price (a "Successful Optional Remarketing"), the Collateral Agent shall hold such Separated cause the Securities Intermediary to transfer to the Remarketing Agent the remarketed Senior Notes underlying the Pledged Applicable Ownership Interests in an account separate from Senior Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Senior Notes, and cause such Separated the Custodial Agent shall transfer the remarketed Separate Senior Notes to be included the Remarketing Agent upon confirmation of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Senior Notes. Settlement shall occur on the Remarketing Settlement Date. Upon deposit in any Remarketing pursuant the Collateral Account of such proceeds, the Collateral Agent shall (1) instruct the Securities Intermediary to apply an amount equal to the Indenture Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the Quotation Agent, (2) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, and (3) promptly remit any remaining portion 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 Remarketing ProceduresSettlement Date Pro Rata in accordance with their respective interests. Once With respect to any Separate Senior Notes remarketed, the Custodial Agent shall remit such holder proceeds of the Successful Optional Remarketing received from the Remarketing Agent to Holders of such Separated Separate Senior Notes. For the avoidance of doubt, Holders and holders of Separate Senior Notes delivers such notice and Separated Senior Notes participating in a Successful Optional Remarketing shall not be liable for payment of any remarketing fees. Following the occurrence of a Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of such term) will be substituted as Collateral for the preceding sentencePledged Applicable Ownership Interests in Senior Notes and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such election may not be withdrawn security interests, rights and may not be conditioned upon obligations with respect to the level at which the Reset Rate is established Applicable Ownership Interests in the Remarketing; providedTreasury Portfolio (as defined in clause (i) of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Senior Notes, however, that if such a holder delivers only such a notice but not the Separated Senior Notes subject to the notice, then none of such holders' Separated Pledge thereof. Any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Senior Notes shall be included deemed to be a reference to such Applicable Ownership Interests in the RemarketingTreasury Portfolio (as defined in clause (i) of such term). If a Failed Remarketing occursThe Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term) for the Pledged Applicable Ownership Interests in Senior Notes as Collateral. If, in spite of its reasonable efforts, the Remarketing Agents shall notify Agent cannot remarket the Senior Notes as set forth above in any Optional Remarketing (other than to the Company) at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the DepositaryOptional Remarketing will be deemed to have failed (a "Failed Optional Remarketing"). Promptly after all Failed Optional Remarketings in any Optional Remarketing Period, the Purchase Contract Agent, the Collateral Custodial Agent and the Trustee by telephone by 4:00 p.m. (New York City time) on the Final Remarketing Date that a Failed Remarketing has occurred and shall Transfer to the Collateral Agent, by the third Business Day following the Failed Remarketing, such Separated Senior Notes, whereupon the Collateral Agent shall promptly Transfer such Separated will return Separate Senior Notes to the holders entitled theretoappropriate Holders. For the avoidance of doubt, after a Failed Optional Remarketing, the Applicable Ownership Interests in Senior Notes shall continue to be a component of the Corporate Units.

Optional Remarketing. Pursuant to the Indenture and the Remarketing Agreement, on or prior to 5:00 p.m. (New York City time) on the second Business Day, but no earlier than the fifth Business Day, preceding the first of the three sequential remarketing dates of any Three-Day Remarketing PeriodElection Date, registered holders of Separated Senior Notes may elect to have their Separated Senior Notes remarketed by Transferring their Separated Senior Notes, together with a notice of such election, substantially in the form of Exhibit F hereto and Exhibit B to the Indenture Officers' Certificate, to the Collateral Agent and the Trustee, respectively, whereupon, the Collateral Agent shall hold such Separated Senior Notes in an account separate from the Collateral Account and cause such Separated Senior Notes to be included in any Remarketing pursuant to the Indenture and the Remarketing Procedures. Once such holder of such Separated Senior Notes delivers such notice and Separated Senior Notes as specified in the preceding sentence, such election may not be withdrawn and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing; providedPROVIDED, howeverHOWEVER, that if such a holder delivers only such a notice but not the Separated Senior Notes subject to the notice, then none of such holders' Separated Senior Notes shall be included in the Remarketing. If there is a Successful Remarketing, the Collateral Agent shall Transfer such Separated Senior Notes in accordance with the instructions provided by the Remarketing Agent pursuant to the Remarketing Agreement. If a Failed Remarketing occurs, the Remarketing Agents shall notify the Company, the Depositary, the Purchase Contract Agent, the Collateral Agent and the Trustee by telephone by 4:00 p.m. (New York City time) on the Final Remarketing Date that a Failed Remarketing has occurred and shall Transfer to the Collateral Agent, by the third Business Day following the Failed Remarketing, such Separated Senior Notes, whereupon the Collateral Agent shall promptly Transfer such Separated Senior Notes to the holders entitled thereto.

Optional Remarketing. (a) Pursuant to the Indenture -------------------- Remarketing Agreement and subject to the terms of the Supplemental Remarketing Agreement, on or prior to 5:00 p.m. (New York City time) on the second Business DayDay immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, but no earlier than the fifth Business DayPayment Date immediately preceding such date, preceding the first Holders of the three sequential remarketing dates Securities that are not a component of any Three-Day Remarketing Period, registered holders of Separated Senior Notes Corporate Units may elect to have their Separated Senior Notes Securities remarketed by Transferring delivering their Separated Senior NotesSecurities, together with a notice of such election, substantially in the form of Exhibit F hereto and Exhibit B C to the Indenture Officers' CertificatePledge Agreement, to the Collateral Agent and the Trustee, respectively, whereupon, the Collateral Custodial Agent. The Custodial Agent shall hold such Separated Senior Notes Securities in an account separate from the Collateral Account and cause Account. On or prior to 5:00 P.M., New York City time, on the second Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, a Holder of Securities that are not a component of Corporate Units electing to have its Securities remarketed will also have the right to withdraw such Separated Senior Notes to be included in any Remarketing pursuant election by written notice to the Indenture and the Remarketing Procedures. Once such holder of such Separated Senior Notes delivers such notice and Separated Senior Notes as specified Custodial Agent, substantially in the preceding sentenceform of Exhibit D to the Pledge Agreement, upon which notice the Custodial Agent shall return such Securities to such Holder. The election may by a Holder of Securities that are not be withdrawn and a component of Corporate Units to have its Securities remarketed may not be conditioned upon the level at which the Reset Rate is established in the Remarketing; providedestablished, howeverand is irrevocable after 5:00 P.M., that if such a holder delivers only such a notice but not the Separated Senior Notes subject to the notice, then none of such holders' Separated Senior Notes shall be included in the Remarketing. If a Failed Remarketing occurs, the Remarketing Agents shall notify the Company, the Depositary, the Purchase Contract Agent, the Collateral Agent and the Trustee by telephone by 4:00 p.m. (New York City time) , on the Final second Business Day immediately preceding the Initial Remarketing Date that or the Secondary Remarketing Date, as applicable. On the business day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Securities to be remarketed and will deliver to the Remarketing Agent for remarketing all Securities delivered to the Custodial Agent pursuant to this Section 4.03 and not withdrawn pursuant to the terms hereof prior to such date. After deducting the Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds for the benefit of such Holders. In the event of a Failed Initial Remarketing has occurred and shall Transfer or a Failed Secondary Remarketing, as applicable, the Remarketing Agent will promptly return such Securities to the Collateral Agent, by the third Business Day following the Failed Remarketing, Custodial Agent for redelivery to such Separated Senior Notes, whereupon the Collateral Agent shall promptly Transfer such Separated Senior Notes to the holders entitled theretoHolders.

Optional Remarketing. Pursuant (i) Unless (1) a Termination Event has occurred, or (2) a Special Event Redemption has occurred, the Company may engage the Remarketing Agent, pursuant to the Indenture and terms of the Remarketing Agreement, to remarket the aggregate Senior Notes underlying the aggregate Applicable Ownership Interests in Senior Notes that are components of Corporate Units, along with any Separate Senior Notes, the holders of which have elected to participate in such remarketing pursuant to the Supplemental Indenture and clause (d) below, on any date or dates selected by the Company during an Optional Remarketing Period (each such date, an "Optional Remarketing Date"). If the Company elects to conduct one or more Optional Remarketings during an Optional Remarketing Period, (1) any Holder of Corporate Units who has not satisfied the requirements to effect an Early Settlement in accordance with Section 5.07 below prior to 5:00 p.m. the second Business Day immediately prior to the first day of such Optional Remarketing Period shall not be permitted to effect an Early Settlement from and including such second Business Day immediately prior to the first day of the such Optional Remarketing Period to and including the third Business Day immediately following the last day of such Optional Remarketing Period and (2) any Holder of Corporate Units or Treasury Units that has not otherwise satisfied the requirements to effect a Collateral Substitution in accordance with Sections 3.13 and 3.14 above to create Treasury Units or recreate Corporate Units, as applicable, shall not be permitted to effect a Collateral Substitution from and including such second Business Day immediately prior to the first day of such Optional Remarketing Period to and including the third Business Day immediately following the last day of such Optional Remarketing Period. If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 11:00 a.m. (New York City time) on the second Business Day, but no earlier than the fifth Business Day, Day immediately preceding the first day of the three sequential remarketing dates of any Three-Day such Optional Remarketing Period, registered holders of Separated Senior Notes may elect to have their Separated Senior Notes remarketed by Transferring their Separated Senior Notes, together with a notice of such election, substantially in the form of Exhibit F hereto and Exhibit B to the Indenture Officers' Certificate, to the Collateral Agent and the Trustee, respectively, whereupon, the Collateral Agent shall hold such Separated notify in writing the Remarketing Agent of the aggregate principal amount of Senior Notes underlying the Pledged Applicable Ownership Interests in an account separate Senior Notes that are a part of the Corporate Units to be remarketed, and the Custodial Agent shall notify in writing the Remarketing Agent of the aggregate principal amount of Separate Senior Notes (if any) to be remarketed pursuant to clause (d)(ii) below. Pursuant to the Remarketing Agreement, upon receipt of such notices from the Purchase Contract Agent and the Custodial Agent, the Remarketing Agent will on each Optional Remarketing Date use its reasonable efforts to remarket such Senior Notes at the applicable Remarketing Price. If the Remarketing Agent is able to remarket such Senior Notes for at least such Remarketing Price (a "Successful Optional 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 Optional Remarketing attributable to such Senior Notes, and cause such Separated the Custodial Agent shall transfer the remarketed Separate Senior Notes to be included the Remarketing Agent upon confirmation of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Senior Notes. Settlement shall occur on the Remarketing Settlement Date. Upon deposit in any Remarketing pursuant the Collateral Account of such proceeds, the Collateral Agent shall (1) instruct the Securities Intermediary to apply an amount equal to the Indenture Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the Quotation Agent, (2) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, and (3) promptly remit any remaining portion 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 Remarketing ProceduresSettlement Date Pro Rata in accordance with their respective interests. Once With respect to any Separate Senior Notes remarketed, the Custodial Agent shall remit such holder proceeds of the Successful Optional Remarketing received from the Remarketing Agent to Holders of such Separated Separate Senior Notes delivers such notice and Separated Senior Notes Notes. Following the occurrence of a Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of such term) will be substituted as Collateral for the preceding sentencePledged Applicable Ownership Interests in Senior Notes and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such election may not be withdrawn security interests, rights and may not be conditioned upon obligations with respect to the level at which the Reset Rate is established Applicable Ownership Interests in the Remarketing; providedTreasury Portfolio (as defined in clause (i) of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Senior Notes, however, that if such a holder delivers only such a notice but not the Separated Senior Notes subject to the notice, then none of such holders' Separated Pledge thereof. Any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Senior Notes shall be included deemed to be a reference to such Applicable Ownership Interests in the RemarketingTreasury Portfolio (as defined in clause (i) of such term). If a Failed Remarketing occursThe Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term) for the Pledged Applicable Ownership Interests in Senior Notes as Collateral. If, in spite of its reasonable efforts, the Remarketing Agents shall notify Agent cannot remarket the Senior Notes as set forth above in any Optional Remarketing (other than to the Company) at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the DepositaryOptional Remarketing will be deemed to have failed (a "Failed Optional Remarketing"). Promptly after all Failed Optional Remarketings in any Optional Remarketing Period, the Purchase Contract Agent, the Collateral Custodial Agent and the Trustee by telephone by 4:00 p.m. (New York City time) on the Final Remarketing Date that a Failed Remarketing has occurred and shall Transfer to the Collateral Agent, by the third Business Day following the Failed Remarketing, such Separated Senior Notes, whereupon the Collateral Agent shall promptly Transfer such Separated will return Separate Senior Notes to the holders entitled theretoappropriate Holders.

Optional Remarketing. Pursuant to the Indenture and the Remarketing Agreement, on or prior to 5:00 p.m. (New York City time) on the second Business Day, but no earlier than the fifth Business Day, preceding the first of the three sequential remarketing dates of any Three-Day Remarketing PeriodElection Date, registered holders of Separated Senior Notes may elect to have their Separated Senior Notes remarketed by Transferring their Separated Senior Notes, together with a notice of such election, substantially in the form of Exhibit F hereto and Exhibit B to the Indenture Officers' Certificate, to the Collateral Agent and the Trustee, respectively, whereupon, the Collateral Agent shall hold such Separated Senior Notes in an account separate from the Collateral Account and cause such Separated Senior Notes to be included in any Remarketing pursuant to the Indenture and the Remarketing Procedures. Once such holder of such Separated Senior Notes delivers such notice and Separated Senior Notes as specified in the preceding sentence, such election may not be withdrawn and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing; providedPROVIDED, howeverHOWEVER, that if such a holder delivers only such a notice but not the Separated Senior Notes subject to the notice, then none of such holders' Separated Senior Notes shall be included in the Remarketing. If a Failed Remarketing occurs, the Remarketing Agents Agent shall notify by telephone the Company, the Depositary, the Purchase Contract Agent, the Collateral Agent and the Trustee by telephone by 4:00 p.m. (New York City time) on the Final Remarketing Date that a Failed Remarketing has occurred and shall Transfer to the Collateral Agent, by the third Business Day following the Failed Remarketing, such Separated Senior Notes, whereupon the Collateral Agent shall promptly Transfer such Separated Senior Notes to the holders entitled thereto.