Common use of Remarketing Procedures Clause in Contracts

Remarketing Procedures. (i) Upon receipt of a Class B Remarketing Notice, each holder of Class B Limited Membership Interests subject to such Class B Remarketing Notice shall have until 3:00 p.m., New York City time, on the Class B Remarketing Election Date, to deliver to the applicable Class B Remarketing Agent or such other Person as is provided for in the applicable Class B Remarketing Agreement (a “Designee”), notice of such holder’s election (“Class B Notice of Election”) to either (i) retain and not have all or any portion of the applicable Class B Limited Membership Interests held by such holder remarketed in the remarketing or (ii) to retain a portion and tender a portion of the applicable Class B Limited Membership Interests held by such holder for purchase in the remarketing; provided that it shall not tender, nor retain, less than the Minimum Transfer Amount. Any applicable Class B Limited Membership Interest for which no Class B Notice of Election is delivered on or prior to the Class B Remarketing Election Date will be deemed tendered for purchase in such Class B Remarketing. Each Class B Notice of Election shall be irrevocable and shall not be conditioned upon the level at which the Fixed Rate is established in the remarketing. Any holder of Class B Limited Membership Interests subject to a Class B Remarketing Notice that desires to continue to retain a number of such Class B Limited Membership Interests (but not less than the Minimum Transfer Amount), but only if the Fixed Rate is not less than a specified rate per annum, should submit a Class B Notice of Election to tender such Class B Limited Membership Interests and separately notify the Class B Remarketing Agent or its Designee of its interest at the telephone number set forth in the Class B Remarketing Notice. If such holder so notifies the Class B Remarketing Agent or its Designee, the Class B Remarketing Agent or such Designee will give priority to such holder’s purchase of such number of Class B Limited Membership Interests providing that the Fixed Rate is not less than such specified rate; provided that the Class B Remarketing Agent shall not (nor shall it be obligated to) give priority to such holder’s purchase if doing so would cause the Company to be classified as a PTP; and provided, further, that if such holder purchases such Class B Limited Membership Interests pursuant to this Section 7.2(c)(i), it shall be deemed for all purposes to have continued as a Class B Limited Member to the extent of the Class B Limited Membership Interests so purchased.

Remarketing Procedures. (i) Upon receipt Unless a Special Event Redemption, a Successful Optional Remarketing or a Termination Event has occurred prior to the Applicable Remarketing Period, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement for the Remarketing of the Senior Notes. The Company will, not later than 15 days prior to the first day of the Applicable Remarketing Period, issue a press release with respect to the Applicable Remarketing Period and request that the Depositary or its nominee notify the Beneficial Owners or Depositary Participants holding Separate Senior Notes, Corporate Units and Treasury Units, in the case of an Optional Remarketing, of the Company's intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Date or Dates and the procedures to be followed in the Remarketing, including, in the case of a Class B Remarketing NoticeFailed Final Remarketing, each the procedures that must be followed by a holder of Class B Limited Membership Separate Senior Notes if such holder wishes to exercise its Put Right or by a holder of Applicable Ownership Interests subject in Senior Notes if such Holder elects not to exercise its Put Right. Each holder of Separate Senior Notes may elect to have Separate Senior Notes held by such Class B Remarketing Notice shall have until 3:00 holder remarketed in any Remarketing. A holder making such an election must, pursuant to the Purchase Contract and Pledge Agreement, notify the Custodial Agent and deliver such Separate Senior Notes to the Custodial Agent prior to 5:00 p.m., New York City time, on the Class B Remarketing Election Date, to deliver to second Business Day immediately preceding the applicable Class B Remarketing Agent or such other Person as is provided for in the applicable Class B Remarketing Agreement (a “Designee”), notice of such holder’s election (“Class B Notice of Election”) to either (i) retain and not have all or any portion first day of the applicable Class B Limited Membership Interests held by such holder remarketed in the remarketing or Applicable Remarketing Period (ii) to retain a portion and tender a portion of the applicable Class B Limited Membership Interests held by such holder for purchase in the remarketing; provided that it shall not tender, nor retain, less but no earlier than the Minimum Transfer AmountInterest Payment Date immediately preceding such first day). Any applicable Class B Limited Membership Interest for which no Class B Notice of Election is delivered on or prior to the Class B Remarketing Election Date will be deemed tendered for purchase in such Class B Remarketing. Each Class B Notice of Election shall be irrevocable notice and shall delivery may not be conditioned upon the level at which the Fixed Reset Rate is established in the remarketingRemarketing. Any holder such notice and delivery may be withdrawn prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of Class B Limited Membership Interests subject to a Class B the Applicable Remarketing Notice that desires to continue to retain a number of such Class B Limited Membership Interests (but not less than Period in accordance with the Minimum Transfer Amount), but only if the Fixed Rate is not less than a specified rate per annum, should submit a Class B Notice of Election to tender such Class B Limited Membership Interests and separately notify the Class B Remarketing Agent or its Designee of its interest at the telephone number provisions set forth in the Class B Purchase Contract and Pledge Agreement. Any such notice and delivery not withdrawn by such time will be irrevocable with respect to each Remarketing Noticeto occur during the Applicable Remarketing Period. If Pursuant to Section 5.02 of the Purchase Contract and Pledge Agreement, promptly after 5:00 p.m., New York City time, on the Business Day immediately preceding the first day of the Applicable Remarketing Period, the Custodial Agent, based on the notices and deliveries received by it prior to such holder so notifies time, shall notify the Class B Remarketing Agent of the aggregate principal amount of Separate Senior Notes tendered for Remarketing and shall cause such Separate Senior Notes to be presented to the Remarketing Agent. Pursuant and subject to Section 5.02 of the Purchase Contract and Pledge Agreement, Senior Notes that underlie Applicable Ownership Interests in Senior Notes included in Corporate Units will be deemed tendered for Remarketing and will be remarketed in accordance with the terms of the Remarketing Agreement and the Purchase Contract and Pledge Agreement. The right of each holder of Remarketed Senior Notes to have such Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i)(A) the Remarketing Agent conducts any Optional Remarketing or its Designee(B), in the case of a Final Remarketing, that no Successful Optional Remarketing has occurred pursuant to the terms of the Remarketing Agreement, (ii) neither a Special Event Redemption nor a Termination Event has occurred prior to such Remarketing Date, (iii) the Remarketing Agent is able to find a purchaser or purchasers for Remarketed Senior Notes at the Remarketing Price based on the Reset Rate and (iv) the purchaser or purchasers of the Remarketed Senior Notes deliver the purchase price therefor to the Remarketing Agent as and when required. Neither the Trustee, the Class B Remarketing Agent or such Designee will give priority to such holder’s purchase of such number of Class B Limited Membership Interests providing that Company nor the Fixed Rate is not less than such specified rate; provided that the Class B Remarketing Agent shall not (nor shall it be obligated to) give priority in any case to such holder’s purchase if doing so would cause the Company provide funds to be classified as a PTP; and provided, further, that if such holder purchases such Class B Limited Membership Interests pursuant to this Section 7.2(c)(i), it shall be deemed make payment upon tender of Senior Notes for all purposes to have continued as a Class B Limited Member to the extent of the Class B Limited Membership Interests so purchasedremarketing.

Remarketing Procedures. (a) Pursuant to the Remarketing Agreement and as described below, the Company (i) Upon receipt during the Period for Early Remarketing may, at its option, select one or more Three-Business Day Remarketing Periods consisting of three successive Remarketing Dates on each of which it shall cause the Remarketing Agent to remarket, in whole (but not in part), unless the Notes have previously been successfully remarketed in accordance with the provisions of the Remarketing Agreement or a Class B Remarketing Notice, each holder of Class B Limited Membership Interests subject to such Class B Remarketing Notice Special Event Redemption shall have until 3:00 p.m., New York City time, on the Class B Remarketing Election Date, to deliver to the applicable Class B Remarketing Agent occurred or such other Person as is provided for in the applicable Class B Remarketing Agreement (a “Designee”), notice of such holder’s election (“Class B Notice of Election”) to either (i) retain and not have all or any portion of the applicable Class B Limited Membership Interests held by such holder remarketed in the remarketing or (ii) to retain a portion and tender a portion of the applicable Class B Limited Membership Interests held by such holder for purchase in the remarketing; provided that it shall not tender, nor retain, less than the Minimum Transfer Amount. Any applicable Class B Limited Membership Interest for which no Class B Notice of Election is delivered will occur on or prior to the Class B last possible Remarketing Election Date will be deemed tendered for purchase in such Class B Remarketing. Each Class B Notice related to the applicable Three-Business Day Remarketing Period, (A) the Pledged Notes of Election shall be irrevocable and shall not be conditioned upon the level at which the Fixed Rate is established Corporate Units Holders included in the remarketing. Any holder Corporate Units, and (B) any Separate Notes of Class B Limited Membership Interests subject to a Class B Remarketing Notice that desires to continue to retain a number of such Class B Limited Membership Interests (but not less than Holders who have elected in the Minimum Transfer Amount), but only if the Fixed Rate is not less than a specified rate per annum, should submit a Class B Notice of Election to tender such Class B Limited Membership Interests and separately notify the Class B Remarketing Agent or its Designee of its interest at the telephone number manner set forth in the Class B Purchase Contract and Pledge Agreement and the Remarketing Notice. If such holder Agreement to have their Notes so notifies remarketed, for settlement on the Class B Reset Effective Date, and (ii) shall, unless the Notes have previously been successfully remarketed in accordance with the provisions of the Remarketing Agreement or a Special Event Redemption Date shall have occurred or will occur on or prior to the Purchase Contract Settlement Date, cause the Remarketing Agent to remarket, in whole (but not in part), on each Remarketing Date during the Final Three-Business Day Remarketing Period, (A) the Pledged Notes of Corporate Unit Holders who have not already settled the Purchase Contracts included in their Corporate Units and who have failed to notify the Purchase Contract Agent, on or its Designeeprior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle such Purchase Contracts in cash, and (B) any Separate Notes of Holders who have elected in the Class B manner set forth herein to have their Notes so remarketed, for settlement on the Purchase Contract Settlement Date. The Company may select a Three-Business Day Remarketing Agent or Period during the Period for Early Remarketing by designating each of the three sequential Remarketing Dates to comprise such Designee will give priority to such holder’s purchase of such number of Class B Limited Membership Interests providing that the Fixed Rate is not less than such specified rateThree-Business Day Remarketing Period; provided that no Remarketing Date during the Class B Period for Early Remarketing Agent shall not (nor shall it be obligated to) give priority to such holder’s purchase if doing so would cause the Company to be classified as a PTP; and providedoccur earlier than December 1, further2011 or later than May 1, that if such holder purchases such Class B Limited Membership Interests pursuant to this Section 7.2(c)(i), it shall be deemed for all purposes to have continued as a Class B Limited Member to the extent of the Class B Limited Membership Interests so purchased2012.

Remarketing Procedures. (i1) Upon receipt On each Reset Announcement Date, the Agent shall give Holders of Debt Securities (whether held as a Class B component of Income PRIDES or separately with such Debt Securities held separately being referred to as "Separate Notes") notice of the remarketing to occur on the associated Remarketing NoticeDate. The Company or the Agent, each holder at the Company's request, shall request not later than seven nor more than 15 calendar days prior to any Remarketing Date, that the Clearing Agency notify the Clearing Agency participants of Class B Limited Membership Interests subject to such Class B Remarketing Notice Date. The Agent shall have until 3:00 p.m.notify, by 10:00 a.m., New York City time, on the Class B third Business Day preceding such Remarketing Election Date, to deliver the Remarketing Agent and the Collateral Agent of the aggregate principal amount of Debt Securities included in the Income PRIDES, which shall be remarketed. On the third Business Day preceding such Remarketing Date, no later than by 10:00 a.m., New York City time, pursuant to the applicable Class B terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent or of the aggregate principal amount of Separate Notes to be remarketed. No later than 10:00 a.m., New York City time, on the Business Day immediately preceding such other Person as is provided Remarketing Date, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for in remarketing to the applicable Class B Remarketing Agreement (a “Designee”), notice Agent all Debt Securities to be remarketed. Upon receipt of such holder’s election (“Class B Notice of Election”) notice from the Agent and the Custodial Agent and such Debt Securities from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on such Remarketing Date, use its reasonable efforts to either (i) retain and not have all or any portion sell such Debt Securities on such date at the Reset Rate. The sale of the applicable Class B Limited Membership Interests held by such holder remarketed in the remarketing or (ii) to retain a portion and tender a portion of the applicable Class B Limited Membership Interests held by such holder for purchase in the remarketing; provided that it shall not tender, nor retain, less than the Minimum Transfer Amount. Any applicable Class B Limited Membership Interest for which no Class B Notice of Election is delivered Debt Securities will be settled on or prior to the Class B third Business Day following such Remarketing Election Date will be deemed tendered for purchase in such Class B Remarketing. Each Class B Notice of Election shall be irrevocable and shall not be conditioned upon the level at on which the Fixed Rate is established in the remarketingDebt Securities were successfully remarketed. Any holder of Class B Limited Membership Interests subject to a Class B Remarketing Notice that desires to continue to retain a number of such Class B Limited Membership Interests (but not less than the Minimum Transfer Amount), but only if the Fixed Rate is not less than a specified rate per annum, should submit a Class B Notice of Election to tender such Class B Limited Membership Interests and separately notify the Class B The Remarketing Agent will use the proceeds from a successful remarketing to purchase the Remarketing Treasury Portfolio. On or its Designee of its interest at prior to the telephone number set forth in third Business Day following the Class B Remarketing Notice. If such holder so notifies Date on which the Class B Remarketing Agent or its DesigneeDebt Securities are successfully remarketed, the Class B Remarketing Agent or such Designee will give priority to such holder’s purchase of such number of Class B Limited Membership Interests providing that the Fixed Rate is not less than such specified rate; provided that the Class B Remarketing Agent shall not (nor shall it be obligated to) give priority to such holder’s purchase if doing so would cause deliver the Company to be classified as a PTP; and provided, further, that if such holder purchases such Class B Limited Membership Interests pursuant to this Section 7.2(c)(i), it shall be deemed for all purposes to have continued as a Class B Limited Member Remarketing Treasury Portfolio to the extent Agent, which shall thereupon deliver the Remarketing Treasury Portfolio to the Collateral Agent. The Collateral Agent, for the benefit of the Class B Limited Membership Interests Company, will thereupon apply the Remarketing Treasury Portfolio, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts. In the event of a successful remarketing pursuant, the Remarketing Agent will deduct the Remarketing Fee after allowing for the Remarketing Treasury Portfolio Purchase Price. The Remarketing Agent will remit (1) the portion of the proceeds from the remarketing attributable to the Separate Notes to the holders of Separate Notes that were remarketed and (2) the remaining portion of the proceeds, less those proceeds used to purchase the Remarketing Treasury Portfolio, to the Agent for the benefit of the Holders of the Debt Securities included in Income PRIDES that were remarketed, all determined on a pro rata basis, in each case, on or prior to the third Business Day following the Remarketing Date on which the Notes were successfully remarketed. Holders whose Notes are so purchasedremarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith.

Remarketing Procedures. (a) Pursuant to the Remarketing Agreement and as described below, the Company (i) Upon receipt during the Period for Early Remarketing may, at its option, and in its sole discretion, select one or more Three-Day Remarketing Periods consisting of three successive Remarketing Dates on each of which it shall cause the Remarketing Agent to remarket, in whole (but not in part), unless the Senior Notes have previously been successfully remarketed in accordance with the provisions of the Remarketing Agreement or a Class B Remarketing Notice, each holder of Class B Limited Membership Interests subject to such Class B Remarketing Notice Tax Event Redemption shall have until 3:00 p.m., New York City time, on the Class B Remarketing Election Date, to deliver to the applicable Class B Remarketing Agent occurred or such other Person as is provided for in the applicable Class B Remarketing Agreement (a “Designee”), notice of such holder’s election (“Class B Notice of Election”) to either (i) retain and not have all or any portion of the applicable Class B Limited Membership Interests held by such holder remarketed in the remarketing or (ii) to retain a portion and tender a portion of the applicable Class B Limited Membership Interests held by such holder for purchase in the remarketing; provided that it shall not tender, nor retain, less than the Minimum Transfer Amount. Any applicable Class B Limited Membership Interest for which no Class B Notice of Election is delivered will occur on or prior to the Class B last possible Reset Date related to the applicable Three-Day Remarketing Election Date will be deemed tendered for purchase in such Class B Remarketing. Each Class B Notice Period, (A) the Pledged Senior Notes of Election shall be irrevocable and shall not be conditioned upon the level at which the Fixed Rate is established Corporate Units holders included in the remarketing. Any holder Corporate Units, and (B) any Separate Senior Notes of Class B Limited Membership Interests subject to a Class B Remarketing Notice that desires to continue to retain a number of such Class B Limited Membership Interests (but not less than Holders who have elected in the Minimum Transfer Amount), but only if the Fixed Rate is not less than a specified rate per annum, should submit a Class B Notice of Election to tender such Class B Limited Membership Interests and separately notify the Class B Remarketing Agent or its Designee of its interest at the telephone number manner set forth in the Class B Purchase Contract and Pledge Agreement and the Remarketing Notice. If such holder Agreement to have their Senior Notes so notifies remarketed, for settlement on the Class B third Business Day following the Remarketing Date on which a Successful Remarketing occurs, and (ii) shall, unless the Senior Notes have previously been successfully remarketed in accordance with the provisions of the Remarketing Agreement or a Tax Event Redemption Date shall have occurred or will occur on or prior to the Purchase Contract Settlement Date, cause the Remarketing Agent to remarket, in whole (but not in part), on each Remarketing Date during the Final Three-Day Remarketing Period, (A) the Pledged Senior Notes of Corporate Unit holders who have not already settled the Purchase Contracts included in their Corporate Units and who have failed to notify the Purchase Contract Agent, on or its Designeeprior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle such Purchase Contracts in cash, and (B) any Separate Senior Notes of Holders who have elected in the Class B manner set forth herein to have their Senior Notes so remarketed, for settlement on the Purchase Contract Settlement Date. The Company may select a Three-Day Remarketing Agent or Period during the Period for Early Remarketing by designating each of the three sequential Remarketing Dates to comprise such Designee will give priority to such holder’s purchase of such number of Class B Limited Membership Interests providing that the Fixed Rate is not less than such specified rate; Three-Day Remarketing Period, provided that no Remarketing Date during the Class B Period for Early Remarketing Agent shall not (occur earlier than the third Business Day prior to August 16, 2007 nor shall it be obligated to) give priority to such holder’s purchase if doing so would cause later than the Company to be classified as a PTP; and provided, further, that if such holder purchases such Class B Limited Membership Interests pursuant to this Section 7.2(c)(i), it shall be deemed for all purposes to have continued as a Class B Limited Member ninth Business Day prior to the extent of the Class B Limited Membership Interests so purchasedPurchase Contract Settlement Date.

Remarketing Procedures. (a) In the case of an Optional Remarketing, unless a Termination Event or a Trigger Event has occurred prior to the Optional Remarketing Period; or in the case of a Final Remarketing, unless a Successful Optional Remarketing, a Triggered Early Settlement or a Termination Event has occurred prior to the Final Remarketing Period; or in the case of a Triggered Early Remarketing, if a Trigger Event has occurred prior to the first day in the Optional Remarketing Window, the Company shall engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Notes. The Company shall, no later than (i) Upon receipt in the case of a Class B Remarketing Noticean Optional Remarketing, each holder of Class B Limited Membership Interests subject to such Class B Remarketing Notice shall have until 3:00 p.m., New York City time, on the Class B Remarketing Election Date, to deliver fifteen days prior to the applicable Class B Remarketing Agent or such other Person as is provided for in the applicable Class B Remarketing Agreement (a “Designee”), notice of such holder’s election (“Class B Notice of Election”) to either (i) retain and not have all or any portion first day of the applicable Class B Limited Membership Interests held by such holder remarketed in the remarketing or Optional Remarketing Period, (ii) to retain a portion and tender a portion of the applicable Class B Limited Membership Interests held by such holder for purchase in the remarketing; provided that it shall not tendercase of a Final Remarketing, nor retainthe later of October 21, less than 2015 and the Minimum Transfer Amount. Any applicable Class B Limited Membership Interest for which no Class B Notice Business Day following the last day of Election is delivered any Optional Remarketing Period ending on or prior to October 23, 2015 or (iii) in the Class B case of a Triggered Early Remarketing Election Date will be deemed tendered for purchase in such Class B Remarketing. Each Class B Notice Event, fifteen calendar days prior to the first day of Election shall be irrevocable the Triggered Early Remarketing Period, request that the Depositary or its nominee notify the Beneficial Owners or Depositary Participants holding Separate Notes, Corporate Units and Treasury Units, and shall not be conditioned upon provide a copy of such request to the level at which Collateral Agent and the Fixed Rate is established Purchase Contract Agent, in the remarketing. Any holder case of Class B Limited Membership Interests subject an Optional Remarketing, of the Company’s intent to a Class B attempt an Optional Remarketing Notice that desires to continue to retain a number of such Class B Limited Membership Interests (but not less than the Minimum Transfer Amount), but only if the Fixed Rate is not less than a specified rate per annum, should submit a Class B Notice of Election to tender such Class B Limited Membership Interests and separately notify the Class B Remarketing Agent or its Designee of its interest at the telephone number set forth in the Class B Applicable Remarketing Notice. If such holder so notifies Period, and in all cases, of the Class B proposed Remarketing Agent or its DesigneeDates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes to participate in a Remarketing, the Class B applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, as the case may be, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing Agent or such Designee will give priority a Triggered Early Remarketing, applicable procedures for Holders of Corporate Units to such holder’s purchase create Cash Settled Units and the applicable procedures that must be followed by a Holder of such number of Class B Limited Membership Interests providing that the Fixed Rate is not less than such specified rate; provided that the Class B Remarketing Agent shall not (nor shall it be obligated to) give priority to such holder’s purchase if doing so would cause the Company to be classified as a PTP; and provided, further, that Separate Notes if such holder purchases Holder wishes to exercise its Put Right or by a Holder if such Class B Limited Membership Interests pursuant Holder elects not to this Section 7.2(c)(i), it shall be deemed for all purposes to have continued as a Class B Limited Member to the extent of the Class B Limited Membership Interests so purchasedexercise its Put Right.

Remarketing Procedures. (a) Pursuant to the Remarketing Agreement and as described below, the Company (i) Upon receipt during the Period for Early Remarketing may, at its option, select one or more Three-Business Day Remarketing Periods consisting of three successive Remarketing Dates on each of which it shall cause the Remarketing Agent to remarket, in whole (but not in part), unless the Notes have previously been successfully remarketed in accordance with the provisions of the Remarketing Agreement or a Class B Remarketing Notice, each holder of Class B Limited Membership Interests subject to such Class B Remarketing Notice Special Event Redemption shall have until 3:00 p.m., New York City time, on the Class B Remarketing Election Date, to deliver to the applicable Class B Remarketing Agent occurred or such other Person as is provided for in the applicable Class B Remarketing Agreement (a “Designee”), notice of such holder’s election (“Class B Notice of Election”) to either (i) retain and not have all or any portion of the applicable Class B Limited Membership Interests held by such holder remarketed in the remarketing or (ii) to retain a portion and tender a portion of the applicable Class B Limited Membership Interests held by such holder for purchase in the remarketing; provided that it shall not tender, nor retain, less than the Minimum Transfer Amount. Any applicable Class B Limited Membership Interest for which no Class B Notice of Election is delivered will occur on or prior to the Class B last possible Reset Effective Date related to the applicable Three-Business Day Remarketing Election Date will be deemed tendered for purchase in such Class B Remarketing. Each Class B Notice Period, (A) the Pledged Notes of Election shall be irrevocable and shall not be conditioned upon the level at which the Fixed Rate is established Corporate Units holders included in the remarketing. Any holder Corporate Units, and (B) any Separate Notes of Class B Limited Membership Interests subject to a Class B Remarketing Notice that desires to continue to retain a number of such Class B Limited Membership Interests (but not less than Holders who have elected in the Minimum Transfer Amount), but only if the Fixed Rate is not less than a specified rate per annum, should submit a Class B Notice of Election to tender such Class B Limited Membership Interests and separately notify the Class B Remarketing Agent or its Designee of its interest at the telephone number manner set forth in the Class B Purchase Contract and Pledge Agreement and the Remarketing Notice. If such holder Agreement to have their Notes so notifies remarketed, for settlement on the Class B Reset Effective Date, and (ii) shall, unless the Notes have previously been successfully remarketed in accordance with the provisions of the Remarketing Agreement or a Special Event Redemption Date shall have occurred or will occur on or prior to the Purchase Contract Settlement Date, cause the Remarketing Agent to remarket, in whole (but not in part), on each Remarketing Date during the Final Three-Business Day Remarketing Period, (A) the Pledged Notes of Corporate Unit holders who have not already settled the Purchase Contracts included in their Corporate Units and who have failed to notify the Purchase Contract Agent, on or its Designeeprior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle such Purchase Contracts in cash, and (B) any Separate Notes of Holders who have elected in the Class B manner set forth herein to have their Notes so remarketed, for settlement on the Purchase Contract Settlement Date. The Company may select a Three-Business Day Remarketing Agent or Period during the Period for Early Remarketing by designating each of the three sequential Remarketing Dates to comprise such Designee will give priority to such holder’s purchase of such number of Class B Limited Membership Interests providing that the Fixed Rate is not less than such specified rateThree-Business Day Remarketing Period; provided that no Remarketing Date during the Class B Period for Early Remarketing Agent shall not (nor shall it be obligated to) give priority to such holder’s purchase if doing so would cause the Company to be classified as a PTP; and providedoccur earlier than December 27, further2010 or later than June 17, that if such holder purchases such Class B Limited Membership Interests pursuant to this Section 7.2(c)(i), it shall be deemed for all purposes to have continued as a Class B Limited Member to the extent of the Class B Limited Membership Interests so purchased2011.