Common use of Appointment and Obligations of the Remarketing Agent Clause in Contracts

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi as the initial Remarketing Agent, and Citi hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketed Securities on behalf of the holders thereof, (ii) establishing the Reset Rate (as defined below) for the Securities in connection with the Remarketing, and (iii) performing such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures. (b) The Remarketing Agents agree (i) to use commercially reasonable efforts to remarket the Remarketed Securities tendered or deemed tendered to the Remarketing Agents in the Remarketing, (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of the Reset Rate, and (ii) to carry out such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) During the Initial Remarketing, the Remarketing Agents shall use their commercially reasonable efforts to remarket, at a price which results in proceeds, net of the Remarketing Agent’s Fee as described in Section 1(j), equal to at least 100% of the Remarketing Value (the “Remarketing Price”), the Remarketed Securities tendered or deemed tendered for purchase. (d) If, as a result of the efforts described in Section l(b), the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at the Remarketing Price by 4:00 P.M., New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent, which will apply to all Securities (whether or not the holders thereof participate in the Remarketing) (the “Reset Rate”) that will enable it to remarket all Remarketed Securities tendered or deemed tendered for Remarketing; provided, however, that the Reset Rate may not exceed the Reset Cap and may not be less than 0% per annum. (e) If, by 4:00 P.M., New York City time, on the last date in the Initial Remarketing, the Remarketing Agents are unable to remarket all Remarketed Securities tendered or deemed tendered for purchase, the remarketing shall be not Successful. (f) By approximately 4:30 P.M., New York City time, on the applicable Remarketing Date, the Remarketing Agents shall notify the Sponsor, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that the Remarketing was a Successful Remarketing and of the Reset Rate determined in the Remarketing. (g) In accordance with the Depositary’s normal procedures, on the Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary participants shall be debited and credited and such Securities delivered by book-entry as necessary to effect purchases and sales of such Securities. (h) On the Remarketing Settlement Date, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers of the Remarketed Securities in the Remarketing, shall be subject to modification to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time of the Remarketing, to facilitate the tendering and remarketing of the Remarketed Securities in certificated form. In addition, the Remarketing Agents may modify the settlement procedures set forth herein in order to facilitate the settlement process. (i) On the Remarketing Settlement Date, the Remarketing Agents shall retain as a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and the Remarketing Agents and specified in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day of the Initial Remarketing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Banc of America Securities LLC as the initial exclusive Remarketing Agent, and, subject to the terms and Citi conditions set forth herein, Banc of America Securities LLC hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing Remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding August 16, 2008 (the “Initial Remarketing Agents agree (i) to Date”), the Remarketing Agent shall use commercially reasonable efforts to remarket the Remarketed Securities tendered or deemed tendered to the Remarketing Agents in the Remarketing, (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate) (the “Initial Remarketing”) the Remarketed Senior Notes, and at a price (iithe “Remarketing Price”) equal to carry out such other duties as are assigned to approximately 100.25% (or, if the Remarketing Agents Agent is unable to remarket the Remarketed Senior Notes at such a rate, at a rate below 100.25% in the Remarketing Procedures, all in accordance with the provisions discretion of the Remarketing ProceduresAgent, but in no event less than 100.00%) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the “Final Remarketing Date”), the Remarketing Agents Agent shall use their its commercially reasonable efforts to remarketremarket (based on the Reset Rate) (the “Final Remarketing”) the Remarketed Senior Notes at a price (the “Final Remarketing Price”) equal to approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such a rate, at a price which results rate below 100.25% in proceeds, net the discretion of the Remarketing Agent’s Fee as described , but in Section 1(j), equal to no event less than 100.00%) of the aggregate principal amount of the Remarketed Senior Notes being remarketed in such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100% of the Remarketing Value (sum of the “Remarketing Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price”), in the case of the Initial Remarketing, and at least 100% of the aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes, in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply to all Securities (whether or not that the holders thereof participate in the Remarketing) Senior Notes should bear (the “Reset Rate”) in order for the Remarketed Senior Notes to have an aggregate market value equal to the Remarketing Price or the Final Remarketing Price, as the case may be, and that in the sole reasonable discretion of the Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Senior Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, that the Reset Rate may not exceed the Reset Cap and may not be less than 0% per annum. (e) IfIn the event of a Failed Remarketing or if no Senior Notes are included in Corporate Units, by 4:00 P.M., New York City time, on and if none of the last date holders of the Separate Senior Notes elect to have Senior Notes be remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Senior Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchase, be the remarketing shall be not SuccessfulCoupon Rate set forth in the Indenture as supplemented from time to time. (f) By approximately 4:30 P.M.If, by 4:00 p.m. (New York City time) on the applicable Remarketing Date, (i) the Remarketing Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof or (ii) the Remarketing did not occur on such Remarketing Date because one of the conditions set forth in Section 7 hereof was not satisfied, a Failed Remarketing shall be deemed to have occurred, and the Remarketing Agent shall so advise, by telephone, the Depositary, the Purchase Contract Agent and the Company. Whether or not there has been a Failed Remarketing will be determined in the sole reasonable discretion of the Remarketing Agent. Promptly following any Failed Remarketing, the Remarketing Agent shall return Separate Senior Notes submitted for remarketing, if any, to the Custodial Agent for distribution to the appropriate Holders. (g) In the event of a Successful Remarketing, by approximately 4:30 p.m. (New York City time) on the applicable Remarketing Date, the Remarketing Agents Agent shall notify advise, by telephone: (i) the SponsorDepositary, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that and the Remarketing was a Successful Remarketing and Company of the Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Senior Notes sold in such Remarketing; and (ii) each purchaser (or the Depositary Participant thereof) of Remarketed Senior Notes of the Reset Rate and the number of Remarketed Senior Notes such purchaser is to purchase; and (iii) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third Business Day immediately following the date of such Successful Remarketing in same-day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (gh) In accordance with the Depositary’s normal procedures, on the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the transactions described above proceeds from a Successful Remarketing (i) with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing shall be executed through the Depositary, and the accounts Senior Notes that are components of the respective Depositary participants shall be debited and credited and such Securities delivered by book-entry as necessary to effect purchases and sales of such Securities. (h) On the Remarketing Settlement Date, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.05 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Senior Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Senior Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Sections 5.07 and 7.05 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Senior Notes or Corporate Units to have Remarketed Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Settlement Agent conducts a Remarketing pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Senior Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be, based on the Reset Rate, and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketingforegoing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been curedSenior Notes. The Company will promptly cause shall similarly not be obligated in any case to provide funds to make payment upon tender of the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and eventsSenior Notes for Remarketing.

Appointment and Obligations of the Remarketing Agent. (a) The On or before the 20th Business Day prior to the Initial Remarketing Date (the "Appointment Date"), the Company hereby appoints Citi shall send written notice appointing any of UBS, BAS or JPMorgan as the initial Remarketing Agent, and Citi hereby accepts appointment as exclusive Remarketing Agent, for the purpose of (i) remarketing the Remarketed Securities Senior Notes on behalf of the holders Holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Transaction Documents; provided that if the Company fails to appoint a Remarketing Procedures, all in accordance with and Agent pursuant to this Section 2(a) by the Appointment Date, the Company shall be deemed to have appointed UBS as the Remarketing ProceduresAgent. Each of UBS, BAS and JPMorgan hereby agree that if the Company chooses to appoint it as the Remarketing Agent, it shall, subject to the terms and conditions set forth herein, accept such appointment by the Company as the exclusive Remarketing Agent. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding November 16, 2005 (the "Initial Remarketing Agents agree (i) to Date"), the Remarketing Agent shall use commercially its reasonable efforts to remarket ("Initial Remarketing") the Remarketed Securities tendered or deemed tendered to Senior Notes, at a price (the "Remarketing Agents in the RemarketingPrice"), (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate, and (ii) equal to carry out such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with the provisions approximately 100.50% of the Remarketing Proceduressum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the Remarketing Agents shall use their commercially reasonable efforts to remarketthird Business Day immediately preceding the February 16, at a price which results in proceeds, net of the Remarketing Agent’s Fee as described in Section 1(j), equal to at least 100% of the Remarketing Value 2006 (the “"Final Remarketing Price”), the Remarketed Securities tendered or deemed tendered for purchase. (d) If, as a result of the efforts described in Section l(bDate"), the Remarketing Agents determine that they will be able Agent shall use its reasonable efforts to remarket all (the "Final Remarketing") the Remarketed Securities tendered or deemed tendered for purchase Senior Notes at a price (the "Final Remarketing Price"), based on the Reset Rate, equal to approximately 100.50% of the aggregate principal amount of the Remarketed Senior Notes being remarketed in such Final Remarketing. It is understood and agreed that the Remarketing Price by 4:00 P.M., New York City time, on any Remarketing Date (a “Successful Remarketing”)will be considered successful and no further attempts will be made if the resulting proceeds are at least 100.50% of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price, the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent, which will apply to all Securities (whether or not the holders thereof participate in the Remarketing) (the “Reset Rate”) that will enable it to remarket all Remarketed Securities tendered or deemed tendered for Remarketing; provided, however, that the Reset Rate may not exceed the Reset Cap and may not be less than 0case of an Initial Remarketing 100.50% per annum. (e) If, by 4:00 P.M., New York City time, on the last date in the Initial Remarketing, the Remarketing Agents are unable to remarket all Remarketed Securities tendered or deemed tendered for purchase, the remarketing shall be not Successful. (f) By approximately 4:30 P.M., New York City time, on the applicable Remarketing Date, the Remarketing Agents shall notify the Sponsor, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that the Remarketing was a Successful Remarketing and of the Reset Rate determined in the Remarketing. (g) In accordance with the Depositary’s normal procedures, on the Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary participants shall be debited and credited and such Securities delivered by book-entry as necessary to effect purchases and sales of such Securities. (h) On the Remarketing Settlement Date, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers aggregate principal amount of the Remarketed Securities Senior Notes in the Remarketing, shall be subject to modification to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time case of the Final Remarketing, to facilitate the tendering and remarketing of the Remarketed Securities in certificated form. In addition, the Remarketing Agents may modify the settlement procedures set forth herein in order to facilitate the settlement process. (i) On the Remarketing Settlement Date, the Remarketing Agents shall retain as a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and the Remarketing Agents and specified in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day of the Initial Remarketing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The Company Company, the Purchase Contract Agent, the LLC and the Trust hereby appoints Citi appoint ____________ as exclusive Remarketing Agent (the initial "Remarketing Agent, ") and Citi ________________ hereby accepts appointment as Remarketing Agent, for the purpose of (i) the remarketing ("Remarketing") of the Remarketed Trust Preferred Securities pursuant to the remarketing procedures, as set forth in the Purchase Contract Agreement, the Pledge Agreement, the LLC Agreement and the Trust Agreement, as the case may be (such procedures, the "Remarketing Procedures"), on behalf of the holders thereof, thereof and (ii) establishing the Reset Rate (as defined below) for the Securities in connection with the Remarketing, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing ProceduresProcedures and the Trust Agreement, all in accordance with and pursuant to the Remarketing ProceduresProcedures and the Trust Agreement. (b) The Remarketing Agents agree Agent agrees (i) to use its commercially reasonable best efforts to remarket the Remarketed Trust Preferred Securities (as defined below) tendered or deemed tendered to the Remarketing Agents Agent in the Remarketing, (ii) to notify the Company, the LLC, the Trust, the Depositary and the Indenture Trustee promptly of the Reset Rate (as defined in the Trust Agreement) in accordance with the Trust Agreement and (iii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of the Reset Rate, and (ii) to carry out such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing ProceduresProcedures and the Trust Agreement. (c) During On the Initial Remarketingthird Business Day immediately preceding October 15, 2004 (the "Remarketing Date"), the Remarketing Agents Agent shall use their its commercially reasonable best efforts to remarket, at a price which results in proceeds, net of the Remarketing Agent’s Fee as described in Section 1(j), equal to at least 100100.25% of the Remarketing Value (the “Remarketing Price”)Value, the Remarketed Trust Preferred Securities tendered or deemed tendered for purchase. (d) If, as a result of the efforts described in Section l(b1(b), the Remarketing Agents determine Agent determines that they it will be able to remarket all Remarketed Trust Preferred Securities tendered or deemed tendered for purchase at a price of 100.25% of the Remarketing Price by Value prior to 4:00 P.M.p.m., New York City time, on any the Remarketing Date (a “Successful Remarketing”)Date, the Remarketing Agents Agent shall in their sole discretion (i) determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent, which will apply to all Securities (whether or not the holders thereof participate in the Remarketing) (the “Reset Rate”) Rate that will enable it to remarket all Remarketed Trust Preferred Securities tendered or deemed tendered for Remarketing; provided, however, that but in no event will the Reset Rate may not exceed be lower than 5.11% (the Reset Cap initial rate), and may not be less than 0% per annum(ii) commit to purchase on a third-trading day settlement basis, and on the third Trading Day following the Remarketing Date, shall purchase, the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement). (e) If, notwithstanding the efforts described in Section 1(b), the Remarketing Agent cannot remarket the Trust Preferred Securities on the Remarketing Date, the Remarketing Agent will continue to attempt to remarket the Trust Preferred Securities on one or more occasions until the Purchase Contract Date (as defined in the Purchase Contract Agreement) in accordance with the Remarketing Procedures and the Trust Agreement (each such remarketing, the "Subsequent Remarketing"), provided that (i) the notice of any Subsequent Remarketing cannot be given until the Failed Remarketing notice has been published in accordance with the Remarketing Procedures in respect of any immediately proceeding Failed Remarketing and (ii) the Remarketing Date in respect of any Subsequent Remarketing must fall no later than on the Business Day (as defined in the Purchase Contract Agreement) immediately preceding the Purchase Contract Date (as defined in the Purchase Contract Agreement). (f) If, by 4:00 P.M.p.m., New York City time, on the last date in the Initial Remarketing Date (including a Remarketing Date of any Subsequent Remarketing), the Remarketing Agents are Agent is unable to remarket all the Trust Preferred Securities subject to the Remarketing as notified to the Remarketing Agent by the Purchase Contract Agent and the Custodial Agent on or prior to the first Business Day prior to the Remarketing Date (the "Remarketed Securities Trust Preferred Securities") tendered or deemed tendered for purchase, the remarketing a failed Remarketing ("Failed Remarketing") shall be not Successfuldeemed to have occurred, and the Remarketing Agent shall, on such date, so advise by telephone the Purchase Contract Agent, the Indenture Trustee, the Company, the LLC, the Trust, the Collateral Agent and the Property Trustee. (fg) On the third Business Day following the Failed Remarketing, the Remarketing Agent shall remit (i) to the Collateral Agent the Remarketed Trust Preferred Securities consisting of the Pledged Trust Preferred Securities, and (ii) to the Custodial Agent the balance of the Remarketed Trust Preferred Securities. (h) By approximately 4:30 P.M.p.m., New York City time, on the applicable Remarketing Date (or any Subsequent Remarketing Date), provided that there has not been a Failed Remarketing, the Remarketing Agents Agent shall notify advise, by telephone (i) the SponsorCompany, the Institutional Trustee (if applicable)LLC, the Trustee Trust, the Purchase Contract Agent, the Depositary and the Stock Purchase Contract Agent that the Remarketing was a Successful Remarketing and Indenture Trustee, of the Reset Rate determined in the Remarketing and the number of Remarketed Trust Preferred Securities remarketed in the Remarketing, (ii) each purchaser (or the Depositary Participant thereof) purchasing Trust Preferred Securities sold in the Remarketing of the Reset Rate and the number of Trust Preferred Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Depositary Participant to pay the purchase price on the Purchase Contract Settlement Date in same day funds against delivery of the Trust Preferred Securities purchased through the facilities of the Depositary. (gi) In accordance with the Depositary’s 's normal procedures, on the Remarketing Settlement Date, the transactions described above with respect to each Trust Preferred Security tendered or deemed tendered for purchase and sold remarketed in the Remarketing shall be executed through the Depositary, and the accounts of the respective appropriate Depositary participants shall be debited and credited credited, respectively, and such Trust Preferred Securities delivered by book-entry as necessary to effect purchases and sales remarketings of such Trust Preferred Securities. (hj) On the Remarketing Settlement Date, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers of the Remarketed Trust Preferred Securities in the Remarketing, shall be subject to modification to the extent required by the Depositary or, or if the book-entry system is no longer available for the Remarketed Trust Preferred Securities at the time of the Remarketing, to facilitate the tendering and remarketing of the Remarketed Trust Preferred Securities in certificated form. In addition, the Remarketing Agents Agent may modify the settlement procedures set forth herein in order to facilitate the settlement process. (ik) On the Remarketing Settlement Date, the Remarketing Agents Agent shall retain as a remarketing fee for itself an amount not exceeding 25 basis points (0.25%) of the total proceeds from the sale of the Remarketed Trust Preferred Securities. The Remarketing Agent shall use the portion of the proceeds attributable to be as agreed among the Sponsor, the Trust Preferred Securities that were components of Equity Security Units to purchase (if applicable) and the Remarketing Agents and specified in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day of the Initial Remarketing, the Sponsor mayopen market or at treasury auction, in its absolute discretion discretion) the amount and types of U.S. Treasury securities set forth in clauses (i) and without prior notice being given (ii) of the definition of "Remarketing Value" set forth in Section 5.2(b)(i) of the Purchase Contract Agreement and shall deliver such securities through the Purchase Contract Agent to the Collateral Agent to secure the obligations under the related purchase contracts of the Holders of Equity Security Units whose Trust Preferred Securities were included in the Remarketing. The Remarketing Agent shall remit the portion of the proceeds attributable to the Trust Preferred Securities that were not components of Equity Security Units to the holders of Securities or such Trust Preferred Securities. The Remarketing Agent shall remit the DECS), postpone any remaining balance of the Remarketing until the following Business Day by giving notice of such postponement proceeds to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Purchase Contract Agent for the benefit of the Remarketed Securities are remarketed Holders of Equity Security Units participating in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed SecuritiesRemarketing. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Trust Preferred Securities to comply with is also provided for in the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Purchase Contract Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Pledge Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and eventsTrust Agreement.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Xxxxxx Brothers Inc. as exclusive remarketing agent (the initial "Remarketing Agent"), and Citi Xxxxxx Brothers Inc. hereby accepts appointment as Remarketing Agent, for the purpose of (i1) remarketing the Remarketing Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing the Reset Rate (as defined below) for the Securities in connection with the Remarketing, thereof and (iii2) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures. (b) The Remarketing Agents agree Agent agrees to (i1) to use commercially reasonable efforts to remarket the Remarketed Securities Senior Notes tendered or deemed tendered to the Remarketing Agents Agent in the Remarketing, (ii2) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent Company promptly of the Reset Rate, Rate and (ii3) to carry out such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) During On the Initial Remarketingthird Business Day immediately preceding the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agents Agent shall use their commercially reasonable efforts to remarket, at a price which results in proceeds, net of the Remarketing Agent’s Fee as described in Section 1(j), equal to at least 100100.25% of the Remarketing Value (the “Remarketing Price”)aggregate principal amount thereof, the Remarketed Securities Senior Notes tendered or deemed tendered for purchase. (d) If, as a result of the efforts described in Section l(b2(b), the Remarketing Agents determine Agent determines that they it will be able to remarket all Remarketed Securities Senior Notes tendered or deemed tendered for purchase at a price of 100.25% of the Remarketing Price by aggregate principal amount of such Remarketed Senior Notes prior to 4:00 P.M., p.m. (New York City time, ) on any the Remarketing Date (a “Successful Remarketing”)Date, the Remarketing Agents Agent shall in their sole discretion determine the Reset Rate, which shall be the rate per annum, annum (rounded to the nearest one-thousandth (0.001) of one percentpercent per annum) that the Remarketing Agent determines, which will apply in its sole judgment, to all Securities (whether or not be the holders thereof participate in the Remarketing) (the “Reset Rate”) lowest rate per annum that will enable it to remarket all Remarketed Securities Senior Notes tendered or deemed tendered for Remarketing; provided, however, that the Reset Rate may not exceed the Reset Cap and may not be less than 0% per annum. (e) Upon receipt of the proceeds from the Remarketing, the Remarketing Agent shall: (1) remit to the Collateral Agent the portion of the proceeds from the Remarketing of the Remarketed Senior Notes subject to the Pledge Agreement equal to 100% of the Principal Amount of such Remarketed Senior Notes; and (2) retain an amount equal to .25% of the Principal Amount for the performance of its services as Remarketing Agent hereunder. (f) If none of the holders of Remarketed Senior Notes elects to have Remarketed Senior Notes remarketed in the Remarketing, the Remarketing Agent shall determine the rate that would have been established had a Remarketing been held on the Remarketing Date, and such rate shall be the Reset Rate. (g) If, by 4:00 P.M., p.m. (New York City time, ) on the last date in the Initial RemarketingRemarketing Date, the Remarketing Agents are Agent is unable to remarket all Remarketed Securities Senior Notes tendered or deemed tendered for purchase, the remarketing a failed Remarketing ("Failed Remarketing") shall be not Successfuldeemed to have occurred, and the Remarketing Agent shall so advise by telephone the Depositary, the Indenture Trustee and the Company. In the event of a Failed Remarketing, the Reset Rate shall be equal to the Two-Year Benchmark Rate plus the Applicable Spread. (fh) By Provided that there has not been a Failed Remarketing, by approximately 4:30 P.M., p.m. (New York City time), on the applicable Remarketing Date, the Remarketing Agents Agent shall notify advise, by telephone: (1) the SponsorDepositary, the Institutional Trustee (if applicable), the Indenture Trustee and the Stock Purchase Contract Agent that the Remarketing was a Successful Remarketing and Company of the Reset Rate determined in the Remarketing. (g) In accordance with Remarketing and the Depositary’s normal procedures, on the Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and number of Remarketed Senior Notes sold in the Remarketing shall be executed through Remarketing; (2) each purchaser (or the Depositary, Clearing Agency Participant thereof) of Remarketed Senior Notes of the Reset Rate and the accounts number of the respective Depositary participants shall be debited and credited and Remarketed Senior Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales of such Securities.purchase; and (h3) On each purchaser to give instructions to its Clearing Agency Participant to pay the Remarketing purchase price on the Purchase Contract Settlement Date, the tender and settlement procedures set forth Date in this Section 1, including provisions for payment by purchasers immediately available funds against delivery of the Remarketed Securities in Senior Notes purchased through the Remarketing, shall be subject to modification to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time facilities of the Remarketing, to facilitate the tendering and remarketing of the Remarketed Securities in certificated form. In addition, the Remarketing Agents may modify the settlement procedures set forth herein in order to facilitate the settlement processDepositary. (i) On the Remarketing Settlement Date, the Remarketing Agents shall retain as a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and the Remarketing Agents and specified in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day of the Initial Remarketing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Xxxxxx Xxxxxxx & Co. Incorporated as the initial exclusive Remarketing Agent, and, subject to the terms and Citi conditions set forth herein, Xxxxxx Xxxxxxx & Co. Incorporated hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketed Securities Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingNotes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding November 16, 2005 (the "INITIAL REMARKETING DATE"), the Remarketing Agents agree (i) to Agent shall use commercially its reasonable efforts to remarket ("INITIAL REMARKETING") the Remarketed Securities tendered or deemed tendered to Notes, at a price (the Remarketing Agents in the Remarketing"REMARKETING PRICE"), (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate, and equal to approximately 100.25% (ii) to carry out such other duties as are assigned to or, if the Remarketing Agents Agent is unable to remarket the Remarketed Notes at such rate, at a rate below 100.25% in the Remarketing Procedures, all in accordance with the provisions discretion of the Remarketing ProceduresAgent, but in no event less than 100%, net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding December 16, 2005 (the "SECOND REMARKETING DATE"), the Remarketing Agents Agent shall use their commercially its reasonable efforts to remarketremarket (the "SECOND REMARKETING") the Remarketed Notes at the Remarketing Price. In the case of a Failed Second Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding January 16, 2006 (the "THIRD REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to remarket (the "THIRD REMARKETING") the Remarketed Notes at the Remarketing Price. In the case of a Failed Third Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the "FINAL REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to remarket (the "FINAL REMARKETING") the Remarketed Notes at a price (the "FINAL REMARKETING PRICE"), based on the Reset Rate, equal to approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Remarketed Notes at such rate, at a price which results rate below 100.25% in proceeds, net the discretion of the Remarketing Agent’s , but in no event less than 100%, net of any Remarketing Fee as described and any other fees and commissions) of the aggregate principal amount of the Remarketed Notes being remarketed in Section 1(j), equal to such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100% (net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price, in the case of a Remarketing Value other than the Final Remarketing, or 100% (net of any Remarketing Fee and any other fees and commissions) of the “Remarketing Price”), aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseNotes in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply that the Notes should bear (the "RESET RATE") in order for the Remarketed Notes to all Securities (whether have an aggregate market value equal to the Remarketing Price or not the holders thereof participate Final Remarketing Price, as the case may be, and that in the Remarketing) (sole reasonable discretion of the “Reset Rate”) that Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, provided that the Reset Rate may such rate shall not exceed the Reset Cap and may not (i) be less than 0% per annumthe Coupon Rate set forth in the Indenture or (ii) exceed the maximum interest rate permitted by law. (e) IfIn the event of a Failed Remarketing, by 4:00 P.M., New York City time, on or if no Notes are included in Corporate Units and none of the last date holders of the Separate Notes elect to have Notes remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchase, be the remarketing shall be not SuccessfulCoupon Rate set forth in the Indenture. (f) By approximately 4:30 P.M.If, by 4:00 p.m., New York City time, on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall advise by telephone the Depositary, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that and the Company, and return the Remarketed Notes to the Collateral Agent or the Custodial Agent, as the case may be. Whether or not there has been a Failed Remarketing was a Successful Remarketing and of the Reset Rate will be determined in the Remarketingsole reasonable discretion of the Remarketing Agent. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m., New York City time, on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (1) the Depositary, the Purchase Contract Agent and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Notes sold in such Remarketing; (2) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Notes of the Reset Rate and credited and the number of Remarketed Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (3) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third business day immediately following the date of such SecuritiesSuccessful Remarketing in same day funds against delivery of the Remarketed Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers proceeds from a Successful Remarketing (i) with respect to the Notes that are components of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.06 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Section 7.06 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Notes or Corporate Units to have Remarketed Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Settlement Agent conducts (A) an Initial Remarketing, (B) a Second Remarketing in the event of a Failed Initial Remarketing, (C) a Third Remarketing in the event of a Failed Second Remarketing and (D) a Final Remarketing in the event of a Failed Third Remarketing, each pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be, based on the Reset Rate, and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Remarketed Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketingforegoing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with Notes. Neither the terms hereof, Company nor the Remarketing Agent shall be deemed obligated in any case to have failed as provide funds to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing make payment upon tender of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory AuthorityNotes for Remarketing. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi the Remarketing Agents as the initial exclusive remarketing agents with respect to the Initial Remarketing Agentand Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated as Representative of the Remarketing Agents. Each Remarketing Agent appoints the Representative to act on its behalf under this Agreement. The Representative, on behalf of the Remarketing Agents, and Citi subject to the terms and conditions set forth herein, hereby accepts appointment as Remarketing Agent, such appointments for the purpose of (i) remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The On May 11, 2006 (the “Initial Remarketing Agents agree (i) to use commercially reasonable efforts to remarket the Remarketed Securities tendered or deemed tendered to the Remarketing Agents in the RemarketingDate”), (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly each of the Reset Rate, and (ii) to carry out such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) During the Initial Remarketing, the Remarketing Agents shall use their commercially its reasonable efforts to remarketremarket (“Initial Remarketing”) the Remarketed Senior Notes, at a price which results in proceeds, net of the Remarketing Agent’s Fee as described in Section 1(j), equal to at least 100% of the Remarketing Value (the “Remarketing Price”), based on the Reset Rate, equal to approximately 100.50% (or, if the Remarketing Agents are unable to remarket the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes at such price, at a price below 100.50% in the discretion of the Representative, but in no event less than 100%, net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (dc) If, as a result of the efforts described in Section l(b), the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at the Remarketing Price by 4:00 P.M., New York City time, on any Remarketing Date (a “Successful Remarketing”), the The Remarketing Agents shall determine, in their sole discretion determine consultation with the Company, the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply to all Securities (whether or not that the holders thereof participate in the Remarketing) Senior Notes should bear (the “Reset Rate”) in order for the Senior Notes of the Normal Unit holders to have an aggregate market value equal to the Remarketing Price and that in the sole reasonable discretion of the Remarketing Agents will enable it the Remarketing Agents to remarket all of the Remarketed Securities tendered or deemed tendered for Senior Notes at the Remarketing Price in such Remarketing; provided, however, provided that the Reset Rate may such rate shall not exceed the Reset Cap and may not be less than 0% per annummaximum interest rate permitted by law. (ed) If, by 4:00 P.M., p.m. (New York City time, ) on the last date in the Initial RemarketingRemarketing Date, the Remarketing Agents are unable to remarket all of the Remarketed Securities tendered or Senior Notes at the Remarketing Price pursuant to the terms and conditions hereof, a failed remarketing (“Failed Remarketing”) shall be deemed tendered for purchaseto have occurred, and the Representative shall advise, by telephone, the remarketing shall Depositary, the Purchase Contract Agent and the Company, and return the Remarketed Senior Notes to the Collateral Agent or the Custodial Agent, as the case may be. Whether or not there has been a Failed Remarketing will be not Successfuldetermined in the sole reasonable discretion of the Representative. (fe) By In the event of a Successful Remarketing, by approximately 4:30 P.M., p.m. (New York City time, ) on the applicable Initial Remarketing Date, the Remarketing Agents Representative shall notify advise, by telephone: (i) the SponsorDepositary, the Institutional Trustee (if applicable)Purchase Contract Agent, the Indenture Trustee and the Stock Purchase Contract Agent that the Remarketing was a Successful Remarketing and Company of the Reset Rate determined by the Remarketing Agents in such Remarketing and the aggregate principal amount of Remarketed Senior Notes sold in such Remarketing; (ii) each purchaser (or the Depositary Participant thereof) of Remarketed Senior Notes of the Reset Rate and the aggregate principal amount of Remarketed Senior Notes such purchaser is to purchase; and (iii) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the date on which such Remarketing is to be settled, which shall be no later than the Remarketing Settlement Date, in same day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. (giv) In accordance with if the Depositary’s normal proceduresCompany purchases any Remarketed Senior Notes in the Initial Remarketing, the Company agrees to pay to the Representative, on behalf of the several Remarketing Agents, the purchase price for such Remarketed Senior Notes on the Remarketing Settlement Date, in same day funds, against delivery of Remarketed Senior Notes so purchased. (f) After deducting any fees specified in Section 4 below, the transactions described above proceeds from a Successful Remarketing (i) with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Pledged Senior Notes, shall be executed through paid to the Depositary, and the accounts Collateral Agent in accordance with Section 7.06 of the respective Depositary participants shall be debited Pledge Agreement and credited and such Securities delivered by book-entry as necessary to effect purchases and sales of such Securities. (hSection 5.02(a)(i) On the Remarketing Settlement Date, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to any Separate Senior Notes included in the Remarketing, shall be paid to the Custodial Agent for payment to the holders of such Separate Senior Notes in accordance with Section 5.02(a)(i) of the Purchase Contract Agreement and Section 5.07(c) and Section 7.06 of the Pledge Agreement. (g) The right of each holder of Separate Senior Notes or Normal Units to have Remarketed Senior Notes remarketed and sold on the Initial Remarketing Date shall be subject to modification to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time of the Remarketing, to facilitate the tendering and remarketing of the Remarketed Securities in certificated form. In addition, conditions that (i) the Remarketing Agents may modify are able to find a purchaser or purchasers for Remarketed Senior Notes at the settlement procedures set forth herein Remarketing Price based on the Reset Rate, (ii) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agents as and when required and (iii) the Remarketing is settled in order to facilitate the settlement processaccordance with this Agreement. (ih) On the Remarketing Settlement Date, It is understood and agreed that the Remarketing Agents shall retain as a remarketing fee an amount not have any obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Remarketed Senior Notes for Remarketing or to otherwise expend or risk its or their own funds or incur or to be as agreed among exposed to financial liability in the Sponsorperformance of its or their duties under this Agreement. Subject to Section 2(e)(iv) above, neither the Trust (if applicable) and Company nor the Remarketing Agents and specified shall be obligated in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant case to this Remarketing Agreement will not otherwise be responsible for the provide funds to make payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day of the Initial Remarketing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all upon tender of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed SecuritiesSenior Notes for Remarketing. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Mxxxxx Sxxxxxx as exclusive remarketing agent (the initial “Remarketing Agent, ”) and Citi Mxxxxx Sxxxxxx hereby accepts appointment as Remarketing Agent, for the purpose of appointment: (i) remarketing as the Reset Agent to determine in consultation with the Company, in the manner provided for herein with respect to the Notes, the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Notes, enable the aggregate principal amount of the Remarketed Securities on behalf Notes to have an approximate aggregate value of 100.5% of the holders thereofaggregate principal amount of such Remarketed Notes, and provided that the Company, by notice to the Reset Agent prior to the tenth Business Day preceding the Purchase Contract Settlement Date shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law, and (ii) establishing as the Reset Rate exclusive Remarketing Agent (subject to the right of Mxxxxx Sxxxxxx to appoint additional remarketing agents hereunder as defined described below) for ), either as sole remarketing agent or as representative of a group of remarketing agents appointed as described below (the Securities in “Representative”), to remarket on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, and, if necessary, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date and, if necessary, on the third Business Day immediately preceding the Purchase Contract Settlement Date, the Remarketed Notes. In connection with the Remarketingremarketing contemplated hereby, the Remarketing Agent will enter into a Supplemental Remarketing Agreement (the “Supplemental Remarketing Agreement”) with the Company and the Purchase Contract Agent, which shall either be: (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Mxxxxx Sxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request); or (iiiii) performing in such other duties form as are assigned the Remarketing Agent may reasonably request, subject to the Remarketing Agents in approval of the Remarketing Procedures, all in accordance with and pursuant Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing ProceduresAgreement, Mxxxxx Sxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company agrees that Mxxxxx Sxxxxxx shall have the right, on 15 Business Days’ notice to the Company to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) The Remarketing Agents agree (i) to use commercially reasonable efforts to remarket the Remarketed Securities tendered or deemed tendered Pursuant to the Supplemental Remarketing Agents in the Remarketing, (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of the Reset Rate, and (ii) to carry out such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) During the Initial RemarketingAgreement, the Remarketing Agents shall Agent will agree, subject to the terms and conditions set forth herein and therein, to use their commercially its reasonable efforts to remarket, at a price which results in proceeds, net of its reasonable judgment in consultation with the Remarketing Agent’s Fee as described in Section 1(j), equal to at least 100% of the Remarketing Value (the “Remarketing Price”), the Remarketed Securities tendered or deemed tendered for purchase. (d) If, as a result of the efforts described in Section l(b), the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at the Remarketing Price by 4:00 P.M., New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent, which will apply to all Securities (whether or not the holders thereof participate in the Remarketing) (the “Reset Rate”) that will enable it to remarket all Remarketed Securities tendered or deemed tendered for Remarketing; provided, however, that the Reset Rate may not exceed the Reset Cap and may not be less than 0% per annum. (e) If, by 4:00 P.M., New York City timeCompany, on the last date in fifth Business Day immediately preceding the Initial RemarketingPurchase Contract Settlement Date, the Remarketing Agents are unable to remarket all Remarketed Securities tendered or deemed tendered for purchaseand, the remarketing shall be not Successful. (f) By approximately 4:30 P.M., New York City timeif necessary, on the applicable Remarketing Date, fourth Business Day immediately preceding the Remarketing Agents shall notify the Sponsor, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that the Remarketing was a Successful Remarketing and of the Reset Rate determined in the Remarketing. (g) In accordance with the Depositary’s normal proceduresSettlement Date and, if necessary, on the Remarketing third Business Day immediately preceding the Purchase Contract Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold Remarketed Notes at a price of approximately 100.5% (but not less than 100%) of the aggregate principal amount of the Remarketed Notes. After deducting the fee specified in Section 3 below, the proceeds of such Remarketing shall be executed through paid to the Depositary, Collateral Agent and the accounts of the respective Depositary participants shall be debited and credited and such Securities delivered by book-entry as necessary to effect purchases and sales of such Securities. (h) On the Remarketing Settlement Date, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers of the Remarketed Securities in the Remarketing, shall be subject to modification to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time of the Remarketing, to facilitate the tendering and remarketing of the Remarketed Securities in certificated form. In addition, the Remarketing Agents may modify the settlement procedures set forth herein in order to facilitate the settlement process. (i) On the Remarketing Settlement Date, the Remarketing Agents shall retain as a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and the Remarketing Agents and specified in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day of the Initial Remarketing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents Custodial Agent in accordance with this Remarketing Agreement. (k) If fewer than all Section 5.7 of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Pledge Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.and

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Banc of America Securities LLC as the initial exclusive Remarketing Agent, and, subject to the terms and Citi conditions set forth herein, Banc of America Securities LLC hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing Remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding February 16, 2007 (the “Initial Remarketing Agents agree (i) to Date”), the Remarketing Agent shall use commercially reasonable efforts to remarket the Remarketed Securities tendered or deemed tendered to the Remarketing Agents in the Remarketing, (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate) (the “Initial Remarketing”) the Remarketed Senior Notes, and at a price (iithe “Remarketing Price”) equal to carry out such other duties as are assigned to approximately 100.25% (or, if the Remarketing Agents Agent is unable to remarket the Remarketed Senior Notes at such a rate, at a rate below 100.25% in the Remarketing Procedures, all in accordance with the provisions discretion of the Remarketing ProceduresAgent, but in no event less than 100.00%) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the “Final Remarketing Date”), the Remarketing Agents Agent shall use their its commercially reasonable efforts to remarketremarket (based on the Reset Rate) (the “Final Remarketing”) the Remarketed Senior Notes at a price (the “Final Remarketing Price”) equal to approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such a rate, at a price which results rate below 100.25% in proceeds, net the discretion of the Remarketing Agent’s Fee as described , but in Section 1(j), equal to no event less than 100.00%) of the aggregate principal amount of the Remarketed Senior Notes being remarketed in such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100% of the Remarketing Value (sum of the “Remarketing Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price”); in the case of the Initial Remarketing, and at least 100% of the aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes, in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply to all Securities (whether or not that the holders thereof participate in the Remarketing) Senior Notes should bear (the “Reset Rate”) in order for the Remarketed Senior Notes to have an aggregate market value equal to the Remarketing Price or the Final Remarketing Price, as the case may be, and that in the sole reasonable discretion of the Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Senior Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, that the Reset Rate may not exceed the Reset Cap and may not be less than 0% per annum. (e) IfIn the event of a Failed Remarketing or if no Senior Notes are included in Corporate Units, by 4:00 P.M., New York City time, on and if none of the last date holders of the Separate Senior Notes elect to have Senior Notes be remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Senior Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchase, be the remarketing shall be not SuccessfulCoupon Rate set forth in the Indenture as supplemented from time to time. (f) By approximately 4:30 P.M.If, by 4:00 p.m. (New York City time, ) on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall so advise, by telephone, the Institutional Trustee (if applicable)Depositary, the Trustee and the Stock Purchase Contract Agent that and the Company. Whether or not there has been a Failed Remarketing was a Successful Remarketing and of the Reset Rate will be determined in the sole reasonable discretion of the Remarketing Agent. Promptly following any Failed Remarketing, the Remarketing Agent shall return Separate Senior Notes submitted for remarketing, if any, to the Custodial Agent for distribution to the appropriate Holders. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m. (New York City time) on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (i) the Depositary, the Purchase Contract Agent and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Senior Notes sold in such Remarketing; (ii) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Senior Notes of the Reset Rate and credited and the number of Remarketed Senior Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (iii) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third Business Day immediately following the date of such SecuritiesSuccessful Remarketing in same-day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers proceeds from a Successful Remarketing (i) with respect to the Senior Notes that are components of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.05 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Senior Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Senior Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Sections 5.07 and 7.05 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Senior Notes or Corporate Units to have Remarketed Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Settlement Agent conducts a Remarketing pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Senior Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be, based on the Reset Rate, and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketingforegoing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been curedSenior Notes. The Company will promptly cause shall similarly not be obligated in any case to provide funds to make payment upon tender of the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and eventsSenior Notes for Remarketing.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Xxxxxx Xxxxxxx as exclusive remarketing agent (the initial "Remarketing Agent"), and Citi Xxxxxx Xxxxxxx hereby accepts appointment appointment: (i) as Remarketing Agent, for the purpose of (i) remarketing the Remarketed Securities on behalf of the holders thereof, ; (ii) establishing as the Reset Agent to, in consultation with the Company, in the manner provided for herein and in the Warrant and the Second Supplemental Indenture with respect to the Senior Notes: (1) determine the Reset Rate (as defined below) for that, in the Securities in connection with opinion of the RemarketingReset Agent, and (iii) performing such other duties as are assigned will, when applied to the Senior Notes, enable the Applicable Amount of the Senior Notes to have an approximate aggregate market value of 100.25% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Agents in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.Date; (b2) The Remarketing Agents agree (i) to use commercially reasonable efforts to remarket the Remarketed Securities tendered or deemed tendered to the Remarketing Agents in the Remarketing, (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of determine the Reset Rate, and (ii) to carry out such other duties as are assigned to if the Remarketing Agents in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) During the Initial Remarketing, the Remarketing Agents shall use their commercially reasonable efforts to remarket, at a price which results in proceeds, net of the Remarketing Agent’s Fee as described in Section 1(j), equal to at least 100% of the Remarketing Value (the “Remarketing Price”), the Remarketed Securities tendered or deemed tendered for purchase. (d) If, as a result of the efforts described in Section l(b), the Remarketing Agents determine Agent has determined that they it will be able to remarket all Remarketed Securities Notes tendered or deemed tendered for purchase at the Remarketing Price by prior to 4:00 P.M., New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent, which will apply to all Securities (whether or not the holders thereof participate in the Remarketing) (the “Reset Rate”) that will enable it to remarket all Remarketed Securities tendered or deemed tendered for Remarketing; provided, however, that the Reset Rate may not exceed the Reset Cap and may not be less than 0% per annum. (e) If, by 4:00 P.M.p.m., New York City time, on the last date in the Initial Remarketing, the Remarketing Agents are unable to remarket all Remarketed Securities tendered or deemed tendered for purchase, the remarketing shall be not Successful.Date; (f3) By by approximately 4:30 P.M.p.m., New York City time, on the applicable Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, advise by telephone (i) the Remarketing Agents shall notify the SponsorCompany, the Institutional Trustee (if applicable), the Trustee Collateral Agent and the Stock Purchase Contract Warrant Agent that the Remarketing was a Successful Remarketing and of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount of Notes sold in the Initial Remarketing, (ii) each purchaser (or the Participant thereof) of the Reset Rate and the aggregate principal amount of Notes such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Participant to pay the purchase price on the Reset Effective Date in same day funds against delivery of the Notes purchased through the facilities of the Depositary; (4) in the event that no Successful Initial Remarketing has taken place before the Final Remarketing Date, determine the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.25% of its principal amount as of the third Business Day preceding the Warrant Settlement Date; (5) by approximately 4:30 p.m., New York City time, on the Final Remarketing Date, advise by telephone (i) the Depositary, the Trustee, the Collateral Agent and the Warrant Agent, of the Reset Rate determined in the Final Remarketing and, provided that there has not been a Failed Final Remarketing, the aggregate principal amount of Notes sold in the Final Remarketing, (ii) each purchaser (or the Depositary Participant thereof) of the Reset Rate and, provided that there has not been a Failed Final Remarketing, the aggregate principal amount of Notes such purchaser is to purchase and (iii) provided that there has not been a Failed Final Remarketing, each purchaser of the Notes to give instructions to its Depositary Participant to pay the purchase price on the Warrant Settlement Date in same day funds against delivery of the Notes purchased through the facilities of the Depositary; and (6) in the event of a Failed Final Remarketing, determine the Reset Rate that will be equal to the Two Year Benchmark Treasury in effect on the Warrant Settlement Date plus the Applicable Spread; (iii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to: (1) remarket the Senior Notes of the Holders electing to have their Senior Notes remarketed and of the Holders of Equity Units on the first Initial Remarketing Date, who have not delivered the Treasury Portfolio to the Remarketing Agent or its designated entity on or prior to the fifth Business Day immediately preceding May 17, 2004, for settlement on May 17, 2004; (2) if, by 4:00 p.m., New York City time, on the Initial Remarketing Date, a Failed Initial Remarketing has occurred, pursuant to the terms of the Remarketing Agreement, so advise by telephone the Company, the Collateral Agent and the Warrant Agent; (3) by approximately 4:30 p.m., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, advise by telephone (i) the Company, the Collateral Agent and the Warrant Agent of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount of Notes sold in the Initial Remarketing, (ii) each purchaser (or the Participant thereof) of the Reset Rate and the aggregate principal amount of Notes such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Participant to pay the purchase price on the Reset Effective Date in same day funds against delivery of the Notes purchased through the facilities of the Depositary; (4) use its reasonable efforts in its discretion to conduct any Additional Remarketing after May 17, 2004 and on or before the tenth Business Day preceding August 17, 2004 to remarket the Senior Notes of the Holders electing to have their Senior Notes remarketed and of the Holders of Equity Units who have not delivered the Treasury Portfolio to the Remarketing Agent or its designated entity on or prior to the second Business Day immediately preceding the date of any Additional Remarketing; (5) in the case that no Successful Initial Remarketing has taken place before the Final Remarketing Date, remarket on the Final Remarketing Date, the Senior Notes of the Holders electing to have their Senior Notes remarketed or of the Holders of Equity Units who have not settled early the related Warrants and have failed to notify the Warrant Agent, on or prior to the fifth Business Day immediately preceding the Warrant Settlement Date, of their intention to settle the related Warrants through Cash Settlement, or have so notified the Warrant Agent, but failed to deliver sufficient cash to the Warrant Agent on or prior to the fourth Business Day preceding August 17, 2004; (6) if by 4:00 p.m., New York City time, on the Final Remarketing Date, a Failed Final Remarketing has occurred, pursuant to the terms of the Remarketing Agreement, so advise by telephone the Company, the Trustee, the Collateral Agent and the Warrant Agent and the Reset Rate shall be determined pursuant to Section 5.03.A. of the Warrant Agreement; and (7) by approximately 4:30 p.m., New York City time, on the Final Remarketing Date, advise by telephone (i) the Depositary, the Trustee, the Collateral Agent and the Warrant Agent, of the Reset Rate determined in the Final Remarketing and, provided that there has not been a Failed Final Remarketing, the aggregate principal amount of Notes sold in the Final Remarketing, (ii) each purchaser (or the Depositary Participant thereof) of the Reset Rate and, provided that there has not been a Failed Final Remarketing, the aggregate principal amount of Notes such purchaser is to purchase and (iii) provided that there has not been a Failed Final Remarketing, each purchaser of the Notes to give instructions to its Depositary Participant to pay the purchase price on the Warrant Settlement Date in same day funds against delivery of the Notes purchased through the facilities of the Depositary; provided, in each case, that the Reset Rate shall in no event be below the initial interest rate payable for the Notes, and in no event exceed the maximum rate permitted by applicable law, and neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes; (b) In connection with the remarketing contemplated hereby, the Remarketing Agent may enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Warrant Agent, which shall either be: (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company agrees that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days' notice to the Company to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (gc) In accordance with Pursuant to the Depositary’s normal proceduresSupplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Warrant Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Amount of the Senior Notes is approximately 100.25% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Warrant Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase Senior Notes that the Warrant Agent and sold in the Custodial Agent shall have notified the Remarketing shall Agent have been tendered for, or otherwise are to be executed through included in, the DepositaryFinal Remarketing, and the accounts at a price of approximately 100.25% of the respective Depositary participants shall be debited and credited and such Securities delivered by book-entry as necessary to effect purchases and sales aggregate principal amount of such Securities. (h) On Senior Notes. Notwithstanding the Remarketing Settlement Date, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers of the Remarketed Securities in the Remarketing, shall be subject to modification to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time of the Remarketing, to facilitate the tendering and remarketing of the Remarketed Securities in certificated form. In additionpreceding sentence, the Remarketing Agents may modify Agent shall not remarket any Senior Notes for a price less than the settlement procedures set forth herein in order price (the "Minimum Initial Remarketing Price") necessary for the Applicable Amount of the Senior Notes to facilitate have an aggregate price equal to 100% of the settlement process. (i) On the Remarketing Settlement DateTreasury Portfolio Purchase Price, the Remarketing Agents shall retain as a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and the Remarketing Agents and specified in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day case of the Initial Remarketing, or the Sponsor mayaggregate principal amount of such Senior Notes, in its absolute discretion (and without prior notice being given to holders the case of Securities or the DECS)Final Remarketing. After deducting the fee specified in Section 3 below, postpone the Remarketing until the following Business Day by giving notice proceeds of such postponement Initial Remarketing or Final Remarketing, as the case may be, shall be paid to the Remarketing Agents Collateral Agent in accordance with this Remarketing AgreementSection ___ or ___ of the Pledge Agreement and Section ____ or ____ of the Warrant Agreement (each of which Sections are incorporated herein by reference). (kd) The Remarketing Agent will notify the Company, the Securities Intermediary, the Collateral Agent and the Warrant Agent of any Additional Remarketing that it plans to conduct as soon as practical, but not later than three Business Days in advance of the Additional Remarketing. (e) If fewer the Remarketing on the third Business Day preceding May 17, 2004 fails, and if the Remarketing Agent in its discretion proceeds with any Additional Remarketing as described under Sections 2(b) or 2(c) above, then in case of any such Additional Remarketing, the Remarketing Agent shall notify the Custodial Agent and all Holders of Senior Notes that are not part of Equity Units of the date of such Additional Remarketing as soon as practical, but no later than all three Business Days immediately preceding the Remarketing Date. Holders of separate Senior Notes who wish to participate in any Additional Remarketing have to deliver their Senior Notes together with the notice of this election to the Custodial Agent no later than two Business Days following the notification by the Remarketing Agent. (f) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Final Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been curedSenior Notes. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent shall not be obligated in any case to give the Remarketing Agents notice provide funds to make payment upon tender of all such defaults and eventsSenior Notes for remarketing.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi [ ] and [ ] hereby accepts such appointment, (i) as the initial Remarketing Agent to determine, in consultation with the Company, in the manner provided for herein and in the Indenture (as in effect on the date of this Remarketing Agreement) with respect to the Notes, the Reset Rate that, in the opinion of the Remarketing Agent, will be reasonable and Citi hereby accepts appointment consistent with market practice at the time of remarketing, and, when applied to the Notes (assuming, even if not true, that all of the Notes are included in the remarketing), enable the then current aggregate market value of the Notes to have a value equal to at least 100.50% of the Remarketing Value as of the Remarketing AgentDate or as of any Subsequent Remarketing Date, for as the purpose case may be, provided that the Company, by notice to the Remarketing Agent prior to (A) the [tenth] Business Day preceding the Remarketing Date, with respect to any remarketing to occur on either the Remarketing Date or the two Business Days immediately following such Remarketing Date, (B) the [thirteenth] Business Day preceding April 6, 2005 with respect to any remarketing to occur on any of the three Business Days immediately preceding April 6, 2005, or (C) the [thirteenth] Business Day preceding the Stock Purchase Date with respect to any remarketing to occur on any of the three Business Days immediately preceding such Stock Purchase Date, shall, if applicable, limit the Reset Rate so that it does not exceed the maximum rate permitted by applicable law, and (ii) as the exclusive Remarketing Agent (subject to the right of such Remarketing Agent to appoint additional remarketing agents hereunder as described below) to remarket the Notes to be included in the remarketing on the Remarketing Date or any Subsequent Remarketing Date, as the case may be. The Company agrees that the Remarketing Agent shall have the right, on 15 Business Days notice to the Company, to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (b) Subject to the terms and conditions set forth herein, the Remarketing Agent shall use its reasonable efforts to (i) remarketing remarket on the Remarketed Securities on behalf Remarketing Date the Notes that the Purchase Contract Agent or the Custodial Agent shall have notified the Remarketing Agent are to be remarketed at a Reset Rate such that the then current aggregate market value of the holders thereofNotes is equal to at least 100.50% of the Remarketing Value, and (ii) establishing in the event the Remarketing Agent cannot establish such a Reset Rate (as defined below) for on the Securities Remarketing Date, attempt to remarket such Notes on each of the two Business Days immediately following the Remarketing Date and, if necessary, on each of the three Business Days immediately preceding April 6, 2005, and, if necessary, on each of the three Business Days immediately preceding the Stock Purchase Date, in connection with each case at a Reset Rate such that the Remarketingthen current aggregate market value of the Notes is equal to at least 100.50% of the Remarketing Value, and (iii) performing in the event of a Last Failed Remarketing, promptly return the Separate Notes, if any, included in such other duties as are assigned Last Failed Remarketing to the Remarketing Agents in Collateral Agent to be held by the Remarketing Procedures, all Collateral Agent in accordance with Section 4.5(b) of the Pledge Agreement (which Section is incorporated herein by reference). After deducting the fee specified in Section 3 below, the remaining proceeds of any such remarketing, together with the Agent-purchased Treasury Consideration, shall be delivered to the Purchase Contract Agent in accordance with Section 4.5(a) of the Pledge Agreement (which Section is incorporated herein by reference) and Section 5.4(b) of the Purchase Contract Agreement. The right of each Holder of Upper DECS or Separate Notes to have Notes included in any remarketing shall be limited to the extent that (i) the Remarketing Agent conducts a remarketing on the Remarketing Date or on any Subsequent Remarketing Date, as the case may be, pursuant to the Remarketing Procedures. (b) The Remarketing Agents agree (i) to use commercially reasonable efforts to remarket the Remarketed Securities tendered or deemed tendered to the Remarketing Agents in the Remarketingterms of this Agreement, (ii) the Notes included in a remarketing have not been called for redemption pursuant to establish the Purchase Contract Agreement, (iii) the Remarketing Agent is able to find a purchaser or purchasers for the Notes included in a remarketing at a Reset Rate in accordance with such that the then current aggregate market value of the Notes is equal to at least 100.50% of the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of the Reset RateValue, and (iiiv) to carry out such other duties as are assigned purchaser or purchasers deliver the purchase price therefor to the Remarketing Agents in the Remarketing Procedures, all in accordance with the provisions of the Remarketing ProceduresAgent as and when required. (c) During the Initial Remarketing, the Remarketing Agents shall use their commercially reasonable efforts to remarket, at a price which results in proceeds, net of the Remarketing Agent’s Fee as described in Section 1(j), equal to at least 100% of the Remarketing Value (the “Remarketing Price”), the Remarketed Securities tendered or deemed tendered for purchase. (d) If, as a result of the efforts described in Section l(b), the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at the Remarketing Price by 4:00 P.M., New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent, which will apply to all Securities (whether or not the holders thereof participate in the Remarketing) (the “Reset Rate”) that will enable it to remarket all Remarketed Securities tendered or deemed tendered for Remarketing; provided, however, that the Reset Rate may not exceed the Reset Cap It is understood and may not be less than 0% per annum. (e) If, by 4:00 P.M., New York City time, on the last date in the Initial Remarketing, the Remarketing Agents are unable to remarket all Remarketed Securities tendered or deemed tendered for purchase, the remarketing shall be not Successful. (f) By approximately 4:30 P.M., New York City time, on the applicable Remarketing Date, the Remarketing Agents shall notify the Sponsor, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent agreed that the Remarketing was Agent shall not have any obligation whatsoever to purchase any Notes, whether in a Successful Remarketing and of the Reset Rate determined in the Remarketing. (g) In accordance with the Depositary’s normal procedures, remarketing held on the Remarketing Settlement DateDate or on any Subsequent Remarketing Date or otherwise, the transactions described above with respect and shall in no way be obligated to each Security tendered provide funds to make payment upon tender of Notes for remarketing or deemed tendered for purchase and sold to otherwise expend or risk their own funds or incur or be exposed to financial liability in the Remarketing shall be executed through the Depositary, and the accounts performance of the their respective Depositary participants shall be debited and credited and such Securities delivered by book-entry as necessary to effect purchases and sales of such Securities. (h) On the Remarketing Settlement Date, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers of the Remarketed Securities in the Remarketing, shall be subject to modification to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time of the Remarketing, to facilitate the tendering and remarketing of the Remarketed Securities in certificated form. In addition, the Remarketing Agents may modify the settlement procedures set forth herein in order to facilitate the settlement process. (i) On the Remarketing Settlement Date, the Remarketing Agents shall retain as a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and the Remarketing Agents and specified in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day of the Initial Remarketing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been curedAgreement. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent shall not be obligated in any case to give the Remarketing Agents notice provide funds to make payment upon delivery of all such defaults and eventsNotes for remarketing.

Appointment and Obligations of the Remarketing Agent. (a) The On or before the twentieth Business Day prior to the Initial Remarketing Date (the "APPOINTMENT DATE"), the Company hereby appoints Citi shall send written notice appointing any of Citigroup, Xxxxxxx Sachs or Xxxxxxx Xxxxx as the initial exclusive Remarketing Agent, subject to the terms and Citi hereby accepts appointment as Remarketing Agentconditions set forth herein, for the purpose of (i) remarketing Remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Transaction Documents. Each of Citigroup, Xxxxxxx Sachs and Xxxxxxx Xxxxx hereby agree that if the Company chooses to appoint it as the Remarketing ProceduresAgent, all in accordance with and pursuant it shall, subject to the terms and conditions set forth herein, accept such appointment by the Company as the exclusive Remarketing ProceduresAgent. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding May 16, 2006 (the "INITIAL REMARKETING DATE"), the Remarketing Agents agree (i) to Agent shall use commercially its reasonable efforts to remarket ("INITIAL REMARKETING") the Remarketed Securities tendered or deemed tendered to Senior Notes, at a price (the Remarketing Agents in the Remarketing"REMARKETING PRICE"), (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate, and equal to approximately (iibut not less than) to carry out such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with the provisions 100.50% of the Remarketing Proceduressum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding June 16, 2006 (the "SECOND REMARKETING DATE"), the Remarketing Agents Agent shall use their commercially its reasonable efforts to remarketremarket (the "SECOND REMARKETING") the Remarketed Senior Notes at the Remarketing Price. In the case of a Failed Second Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding July 16, 2006 (the "THIRD REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to remarket (the "THIRD REMARKETING") the Remarketed Senior Notes at the Remarketing Price. In the case of a Failed Third Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the "FINAL REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to remarket (the "FINAL REMARKETING") the Remarketed Senior Notes at a price (the "FINAL REMARKETING PRICE"), based on the Reset Rate, equal to approximately 100.50% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such rate, at a price which results rate below 100.50%, but in proceedsno event less than 100%, net of the Remarketing Agent’s Fee as described Fee) of the aggregate principal amount of the Remarketed Senior Notes being remarketed in Section 1(j)such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date, equal to other than the Final Remarketing Date, will be considered successful and no further attempts will be made if the resulting proceeds are at least 100.25% (net of the Remarketing Fee) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. It is further understood and agreed that the Final Remarketing will be considered successful if the resulting proceeds are at least 100% (net of the Remarketing Value (Fee) of the “Remarketing Price”), aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply that the Senior Notes should bear (the "RESET RATE") in order for the Senior Notes of the Corporate Unit holders to all Securities (whether have an aggregate market value equal to the Remarketing Price or not the holders thereof participate Final Remarketing Price, as the case may be, and that in the Remarketing) (sole reasonable discretion of the “Reset Rate”) that Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Senior Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, provided that the Reset Rate may such rate shall not exceed the Reset Cap and may not be less than 0% per annummaximum interest rate permitted by law. (e) IfIn the event of a Failed Remarketing or if no Senior Notes are included in Corporate Units, by 4:00 P.M., New York City time, on and if none of the last date holders of the Separate Senior Notes elect to have Senior Notes be remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Senior Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchasebe the Coupon Rate set forth in the Indenture, the remarketing shall be not Successfulas supplemented from time to time. (f) By approximately 4:30 P.M.If, by 4:00 p.m. (New York City time, ) on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall advise, by telephone the Depositary, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that and the Company, and return the Remarketed Senior Notes to the Collateral Agent or the Custodial Agent, as the case may be. Whether or not there has been a Failed Remarketing was a Successful Remarketing and of the Reset Rate will be determined in the Remarketingsole reasonable discretion of the Remarketing Agent. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m. (New York City time) on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (1) the Depositary, the Purchase Contract Agent and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Senior Notes sold in such Remarketing; (2) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Senior Notes of the Reset Rate and credited and the number of Remarketed Senior Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (3) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third business day immediately following the date of such SecuritiesSuccessful Remarketing in same day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers proceeds from a Successful Remarketing (i) with respect to the Senior Notes that are components of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.03 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Senior Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Senior Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Section 7.03 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Senior Notes or Corporate Units to have Remarketed Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Settlement Agent conducts an (A) Initial Remarketing, (B) a Second Remarketing in the event of a Failed Initial Remarketing, (C) a Third Remarketing in the event of a Failed Second Remarketing and (D) a Final Remarketing in the event of a Failed Third Remarketing, each pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Senior Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be, based on the Reset Rate, and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Remarketed Senior Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketingforegoing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with Senior Notes. Neither the terms hereof, Company nor the Remarketing Agent shall be deemed obligated in any case to have failed as provide funds to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing make payment upon tender of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory AuthoritySenior Notes for Remarketing. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The On or before the 20th Business Day prior to the Initial Remarketing Date (the "Appointment Date"), the Company hereby appoints Citi shall send written notice appointing any of UBS, BAS or JPMorgan as the initial Remarketing Agent, and Citi hereby accepts appointment as exclusive Remarketing Agent, for the purpose of (i) remarketing the Remarketed Securities Subordinated Notes on behalf of the holders Holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSubordinated Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Transaction Documents; provided that if the Company fails to appoint a Remarketing Procedures, all in accordance with and Agent pursuant to this Section 2(a) by the Appointment Date, the Company shall be deemed to have appointed UBS as the Remarketing ProceduresAgent. Each of UBS, BAS and JPMorgan hereby agree that if the Company chooses to appoint it as the Remarketing Agent, it shall, subject to the terms and conditions set forth herein, accept such appointment by the Company as the exclusive Remarketing Agent. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding ________ ___, ___ (the "Initial Remarketing Agents agree (i) to Date"), the Remarketing Agent shall use commercially its reasonable efforts to remarket ("Initial Remarketing") the Remarketed Securities tendered or deemed tendered to Subordinated Notes, at a price (the "Remarketing Agents in the RemarketingPrice"), (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate, and (ii) equal to carry out such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with the provisions approximately ______% of the Remarketing Proceduressum of the Treasury Portfolio Purchase Price and the Separate Subordinated Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the ________ ___, ___ (the "Final Remarketing Date"), the Remarketing Agents Agent shall use their commercially its reasonable efforts to remarket, remarket (the "Final Remarketing") the Remarketed Subordinated Notes at a price which results in proceeds(the "Final Remarketing Price"), net of based on the Remarketing Agent’s Fee as described in Section 1(j)Reset Rate, equal to at least 100approximately ______% of the Remarketing Value (the “Remarketing Price”), aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseSubordinated Notes being remarketed in such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least ______% of the sum of the Treasury Portfolio Purchase Price and the Separate Subordinated Notes Purchase Price, in the case of an Initial Remarketing _______% of the aggregate principal amount of the Remarketed Subordinated Notes in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply that the Subordinated Notes should bear (the "Reset Rate") in order for the Remarketed Subordinated Notes to all Securities (whether have an aggregate market value equal to the Remarketing Price or not the holders thereof participate Final Remarketing Price, as the case may be, and that in the Remarketing) (sole reasonable discretion of the “Reset Rate”) that Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Subordinated Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, provided that the Reset Rate may such rate shall not exceed the Reset Cap and may not (i) be less than 0% per annumthe Coupon Rate set forth in the Indenture or (ii) exceed the maximum interest rate permitted by law. (e) IfIn the event of a Failed Remarketing, by 4:00 P.M., New York City time, on or if no Subordinated Notes are included in Corporate Units and none of the last date Holders of the Separate Subordinated Notes elect to have Subordinated Notes remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Subordinated Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchase, be the remarketing shall be not SuccessfulCoupon Rate set forth in the Indenture. (f) By approximately 4:30 P.M.If, by 4:00 p.m., New York City time, on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Subordinated Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall advise by telephone the Depositary, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that and the Company, and return the Remarketed Subordinated Notes to the Collateral Agent or the Custodial Agent, as the case may be. Whether or not there has been a Failed Remarketing was a Successful Remarketing and of the Reset Rate will be determined in the Remarketingsole reasonable discretion of the Remarketing Agent. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m., New York City time, on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (i) the Depositary, the Purchase Contract Agent and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Subordinated Notes sold in such Remarketing; (ii) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Subordinated Notes of the Reset Rate and credited and the number of Remarketed Subordinated Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (iii) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third business day immediately following the date of such SecuritiesSuccessful Remarketing in same day funds against delivery of the Remarketed Subordinated Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers proceeds from a Successful Remarketing (i) with respect to the Subordinated Notes that are components of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time of the Remarketing, to facilitate the tendering and remarketing of the Remarketed Securities in certificated form. In addition, the Remarketing Agents may modify the settlement procedures set forth herein in order to facilitate the settlement process. (i) On the Remarketing Settlement Date, the Remarketing Agents shall retain as a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and the Remarketing Agents and specified in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day of the Initial Remarketing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents Collateral Agent in accordance with this Remarketing Agreement. (k) If fewer than all Sections 4.07 and 6.03 of the Remarketed Securities are remarketed Pledge Agreement, as the case may be, and Section 5.02 of the Purchase Contract Agreement and (ii) with respect to the Separate Subordinated Notes, shall be paid to the Custodial Agent for payment to the Holders of such Separate Subordinated Notes in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing Section 5.02 of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent Agreement and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.Section 6.03

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Morgan Stanley & Co. Incorporated as the initial exclusive Remarketing Agent, xxx, xuxxxxx xo the terms and Citi conditions set forth herein, Morgan Stanley & Co. Incorporated hereby accepts appointment as Remarketing AgentRemarkxxxxx Axxxx, for xor the purpose of (i) remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding August 16, 2006 (the "INITIAL REMARKETING DATE"), the Remarketing Agents agree (i) to Agent shall use commercially its reasonable efforts to remarket ("INITIAL REMARKETING") the Remarketed Securities tendered or deemed tendered to Senior Notes, at a price (the Remarketing Agents in the Remarketing"REMARKETING PRICE"), (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate, and equal to approximately 100.50% (ii) to carry out such other duties as are assigned to or, if the Remarketing Agents Agent is unable to remarket the Remarketed Senior Notes at such rate, at a rate below 100.50% in the Remarketing Procedures, all in accordance with the provisions discretion of the Remarketing ProceduresAgent, but in no event less than 100%, net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding September 16, 2006 (the "SECOND REMARKETING DATE"), the Remarketing Agents Agent shall use their commercially its reasonable efforts to remarketremarket (the "SECOND REMARKETING") the Remarketed Senior Notes at the Remarketing Price. In the case of a Failed Second Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding October 16, 2006 (the "THIRD REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to remarket (the "THIRD REMARKETING") the Remarketed Senior Notes at the Remarketing Price. In the case of a Failed Third Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the "FINAL REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to remarket (the "FINAL REMARKETING") the Remarketed Senior Notes at a price (the "FINAL REMARKETING PRICE"), based on the Reset Rate, equal to approximately 100.50% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such rate, at a price which results rate below 100.50% in proceeds, net the discretion of the Remarketing Agent’s , but in no event less than 100%, net of any Remarketing Fee as described and any other fees and commissions) of the aggregate principal amount of the Remarketed Senior Notes being remarketed in Section 1(j), equal to such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100% (net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price, in the case of a Remarketing Value other than the Final Remarketing, or 100% (net of any Remarketing Fee and any other fees and commissions) of the “Remarketing Price”), aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply that the Senior Notes should bear (the "RESET RATE") in order for the Senior Notes of the Corporate Unit holders to all Securities (whether have an aggregate market value equal to the Remarketing Price or not the holders thereof participate Final Remarketing Price, as the case may be, and that in the Remarketing) (sole reasonable discretion of the “Reset Rate”) that Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Senior Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, provided that the Reset Rate may such rate shall not exceed the Reset Cap and may not be less than 0% per annummaximum interest rate permitted by law. (e) IfIn the event of a Failed Remarketing or if no Senior Notes are included in Corporate Units, by 4:00 P.M., New York City time, on and if none of the last date holders of the Separate Senior Notes elect to have Senior Notes be remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Senior Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchasebe the Coupon Rate set forth in the Indenture, the remarketing shall be not Successfulas supplemented from time to time. (f) By approximately 4:30 P.M.If, by 4:00 p.m. (New York City time, ) on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall advise, by telephone the Depositary, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that and the Company, and return the Remarketed Senior Notes to the Collateral Agent or the Custodial Agent, as the case may be. Whether or not there has been a Failed Remarketing was a Successful Remarketing and of the Reset Rate will be determined in the Remarketingsole reasonable discretion of the Remarketing Agent. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m. (New York City time) on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (1) the Depositary, the Purchase Contract Agent and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Senior Notes sold in such Remarketing; (2) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Senior Notes of the Reset Rate and credited and the number of Remarketed Senior Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (3) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third business day immediately following the date of such SecuritiesSuccessful Remarketing in same day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers proceeds from a Successful Remarketing (i) with respect to the Senior Notes that are components of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.06 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Senior Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Senior Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Section 7.06 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Senior Notes or Corporate Units to have Remarketed Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Settlement Agent conducts an (A) Initial Remarketing, (B) a Second Remarketing in the event of a Failed Initial Remarketing, (C) a Third Remarketing in the event of a Failed Second Remarketing and (D) a Final Remarketing in the event of a Failed Third Remarketing, each pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Senior Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be, based on the Reset Rate, and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Remarketed Senior Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketingforegoing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with Senior Notes. Neither the terms hereof, Company nor the Remarketing Agent shall be deemed obligated in any case to have failed as provide funds to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing make payment upon tender of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory AuthoritySenior Notes for Remarketing. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Banc of America Securities LLC as the initial exclusive Remarketing Agent, and, subject to the terms and Citi conditions set forth herein, Banc of America Securities LLC hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing Remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding 16, 2008 (the “Initial Remarketing Agents agree (i) to Date”), the Remarketing Agent shall use commercially reasonable efforts to remarket the Remarketed Securities tendered or deemed tendered to the Remarketing Agents in the Remarketing, (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate) (the “Initial Remarketing”) the Remarketed Senior Notes, and at a price (iithe “Remarketing Price”) equal to carry out such other duties as are assigned to approximately 100.25% (or, if the Remarketing Agents Agent is unable to remarket the Remarketed Senior Notes at such a rate, at a rate below 100.25% in the Remarketing Procedures, all in accordance with the provisions discretion of the Remarketing ProceduresAgent, but in no event less than 100.00%) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the “Final Remarketing Date”), the Remarketing Agents Agent shall use their its commercially reasonable efforts to remarketremarket (based on the Reset Rate) (the “Final Remarketing”) the Remarketed Senior Notes at a price (the “Final Remarketing Price”) equal to approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such a rate, at a price which results rate below 100.25% in proceeds, net the discretion of the Remarketing Agent’s Fee as described , but in Section 1(j), equal to no event less than 100.00%) of the aggregate principal amount of the Remarketed Senior Notes being remarketed in such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100% of the Remarketing Value (sum of the “Remarketing Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price”); in the case of the Initial Remarketing, and at least 100% of the aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes, in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply to all Securities (whether or not that the holders thereof participate in the Remarketing) Senior Notes should bear (the “Reset Rate”) in order for the Remarketed Senior Notes to have an aggregate market value equal to the Remarketing Price or the Final Remarketing Price, as the case may be, and that in the sole reasonable discretion of the Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Senior Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, that the Reset Rate may not exceed the Reset Cap and may not be less than 0% per annum. (e) IfIn the event of a Failed Remarketing or if no Senior Notes are included in Corporate Units, by 4:00 P.M., New York City time, on and if none of the last date holders of the Separate Senior Notes elect to have Senior Notes be remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Senior Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchase, be the remarketing shall be not SuccessfulCoupon Rate set forth in the Indenture as supplemented from time to time. (f) By approximately 4:30 P.M.If, by 4:00 p.m. (New York City time, ) on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall so advise, by telephone, the Institutional Trustee (if applicable)Depositary, the Trustee and the Stock Purchase Contract Agent that and the Company. Whether or not there has been a Failed Remarketing was a Successful Remarketing and of the Reset Rate will be determined in the sole reasonable discretion of the Remarketing Agent. Promptly following any Failed Remarketing, the Remarketing Agent shall return Separate Senior Notes submitted for remarketing, if any, to the Custodial Agent for distribution to the appropriate Holders. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m. (New York City time) on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (i) the Depositary, the Purchase Contract Agent and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Senior Notes sold in such Remarketing; and (ii) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Senior Notes of the Reset Rate and credited and the number of Remarketed Senior Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (iii) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third Business Day immediately following the date of such SecuritiesSuccessful Remarketing in same-day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers proceeds from a Successful Remarketing (i) with respect to the Senior Notes that are components of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.05 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Senior Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Senior Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Sections 5.07 and 7.05 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Senior Notes or Corporate Units to have Remarketed Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Settlement Agent conducts a Remarketing pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Senior Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be, based on the Reset Rate, and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketingforegoing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been curedSenior Notes. The Company will promptly cause shall similarly not be obligated in any case to provide funds to make payment upon tender of the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and eventsSenior Notes for Remarketing.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Xxxxxx Xxxxxxx & Co. Incorporated as exclusive remarketing agent (the initial "Remarketing Agent"), and Citi Xxxxxx Xxxxxxx & Co. Incorporated hereby accepts appointment as Remarketing Agent, for the purpose of (i1) remarketing the Remarketing Remarketed Securities Senior Deferrable Notes on behalf of the holders thereof, (ii) establishing the Reset Rate (as defined below) for the Securities in connection with the Remarketing, thereof and (iii2) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures. (b) The Remarketing Agents agree Agent agrees to (i1) to use commercially reasonable efforts to remarket the Remarketed Securities Senior Deferrable Notes tendered or deemed tendered to the Remarketing Agents Agent in the Remarketing, (ii2) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent Company promptly of the Reset Rate, Rate and (ii3) to carry out such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) During On the Initial Remarketingthird Business Day immediately preceding the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agents Agent shall use their commercially reasonable efforts to remarket, at a price which results in proceeds, net of the Remarketing Agent’s Fee as described in Section 1(j), at least equal to at least 100100.25% of the Remarketing Value (the “Remarketing Price”)Stated Amount, the Remarketed Securities Senior Deferrable Notes tendered or deemed tendered for purchase. (d) If, as a result of the efforts described in Section l(b2(b), the Remarketing Agents determine Agent determines that they it will be able to remarket all Remarketed Securities Senior Deferrable Notes tendered or deemed tendered for purchase at a price at least equal to 100.25% of the Remarketing Price by Stated Amount prior to 4:00 P.M., p.m. (New York City time, ) on any the Remarketing Date (a “Successful Remarketing”)without increasing the Coupon Rate, the Remarketing Agents Agent shall in their sole discretion determine set the Reset Rate at the Coupon Rate. If the Remarketing Agent determines immediately prior to Remarketing that it will not be able to remarket all of the Remarketed Senior Deferrable Notes tendered or deemed tendered for purchase at a price at least equal to 100.25% of the Stated Amount, the Remarketing Agent shall set the Reset Rate at a rate per annum, annum (rounded to the nearest one-thousandth (0.001) of one percent, which will apply percent per annum) that the Remarketing Agent determines to all Securities (whether or not be the holders thereof participate in the Remarketing) (the “Reset Rate”) lowest rate per annum that will enable it to remarket all of the Remarketed Securities Senior Deferrable Notes tendered or deemed tendered for Remarketing; provided, however, that purchase at a price equal to 100.25% of the Reset Rate may not exceed the Reset Cap and may not be less than 0% per annumStated Amount. (e) Upon receipt of the proceeds from the Remarketing, the Remarketing Agent shall: (1) retain 25 basis points (.25%) of the Stated Amount for the performance of its services as Remarketing Agent hereunder; (2) remit to the Collateral Agent all excess proceeds of the Remarketed Senior Deferrable Notes subject to the Pledge Agreement; and (3) remit to [the holders] all excess proceeds of the Remarketed Senior Deferrable Notes not subject to the Pledge Agreement. (f) If none of the holders of Remarketed Senior Deferrable Notes elects to have Remarketed Senior Deferrable Notes remarketed in the Remarketing, the Remarketing Agent shall determine the rate that would have been established had a Remarketing been held on the Remarketing Date, and such rate shall be the Reset Rate. (g) If, by 4:00 P.M., p.m. (New York City time, ) on the last date in the Initial RemarketingRemarketing Date, the Remarketing Agents are Agent is unable to remarket all Remarketed Securities Senior Deferrable Notes tendered or deemed tendered for purchase, the remarketing a failed Remarketing ("Failed Remarketing") shall be not Successfuldeemed to have occurred, and the Remarketing Agent shall so advise by telephone DTC, the Senior Trustee and the Company. In the event of a Failed Remarketing, the Reset Rate shall equal the Two-Year Benchmark Treasury rate plus the Applicable Margin. (fh) By Provided that there has not been a Failed Remarketing, by approximately 4:30 P.M., p.m. (New York City time, ) on the applicable Remarketing Date, the Remarketing Agents Agent shall notify the Sponsoradvise, by telephone: (1) DTC, the Institutional Trustee (if applicable), the Senior Trustee and the Stock Purchase Contract Agent that the Remarketing was a Successful Remarketing and Company of the Reset Rate determined in the Remarketing. (g) In accordance with Remarketing and the Depositary’s normal procedures, on the Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and number of Remarketed Senior Deferrable Notes sold in the Remarketing shall be executed through Remarketing; (2) each purchaser (or the Depositary, Clearing Agency Participant thereof) of Remarketed Senior Deferrable Notes of the Reset Rate and the accounts number of the respective Depositary participants shall be debited and credited and Remarketed Senior Deferrable Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales of such Securities.purchase; and (h3) On each purchaser to give instructions to the Remarketing Clearing Agency Participant to pay the purchase price on the Purchase Contract Settlement Date, the tender and settlement procedures set forth Date in this Section 1, including provisions for payment by purchasers same day funds against delivery of the Remarketed Securities in Senior Deferrable Notes purchased through the Remarketing, shall be subject to modification to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time facilities of the Remarketing, to facilitate the tendering and remarketing of the Remarketed Securities in certificated form. In addition, the Remarketing Agents may modify the settlement procedures set forth herein in order to facilitate the settlement processDTC. (i) On the Remarketing Settlement Date, the Remarketing Agents shall retain as a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and the Remarketing Agents and specified in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day of the Initial Remarketing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The On or before the 20/th/ Business Day prior to the Initial Remarketing Date (the "Appointment Date"), the Company hereby appoints Citi shall send written notice appointing any of Banc of America, CSFB or UBS as the initial exclusive Remarketing Agent, and Citi hereby accepts appointment as Remarketing Agent, Agent for the purpose of (i) remarketing Remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Transaction Documents; provided that if the Company fails to appoint a Remarketing Procedures, all in accordance with and Agent pursuant to this Section 2(a) by the Appointment Date, the Company shall be deemed to have appointed Banc of America as the Remarketing ProceduresAgent. Each of Banc of America, CSFB and UBS hereby agree that if the Company chooses to appoint it as the Remarketing Agent, it shall, subject to the terms and conditions set forth herein, accept such appointment by the Company as the exclusive Remarketing Agent. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding November 16, 2005 (the "Initial Remarketing Agents agree (i) to Date"), the Remarketing Agent shall use commercially its reasonable efforts to remarket ("Initial Remarketing") the Remarketed Securities tendered or deemed tendered to Senior Notes, at a price (the "Remarketing Agents in the RemarketingPrice"), (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate, and (ii) equal to carry out such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with the provisions approximately 100.25% of the Remarketing Proceduressum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (c) During In the case of a Failed Initial Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the "Final Remarketing Date"), the Remarketing Agent shall use its reasonable efforts to remarket (the "Final Remarketing") the Remarketed Senior Notes at a price (the "Final Remarketing Price"), based on the Reset Rate, equal to approximately 100.25% of the aggregate principal amount of the Remarketed Senior Notes being remarketed in such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100.25% of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price, in the case of the Initial Remarketing, the Remarketing Agents shall use their commercially reasonable efforts to remarket, at a price which results in proceeds, net of the Remarketing Agent’s Fee as described in Section 1(j), equal to at least 100or 100.25% of the Remarketing Value (the “Remarketing Price”), aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply that the Senior Notes should bear (the "Reset Rate") in order for the Remarketed Senior Notes to all Securities (whether have an aggregate market value equal to the Remarketing Price or not the holders thereof participate Final Remarketing Price, as the case may be, and that in the Remarketing) (sole reasonable discretion of the “Reset Rate”) that Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Senior Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, provided that the Reset Rate may such rate shall not exceed the Reset Cap and may not be less than 0% per annummaximum interest rate permitted by law. (e) IfIn the event of a Failed Remarketing or if no Senior Notes are included in Corporate Units, by 4:00 P.M., New York City time, on and none of the last date holders of the Separate Senior Notes elect to have Senior Notes be remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Senior Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchasebe the Coupon Rate set forth in the Indenture, the remarketing shall be not Successfulas supplemented from time to time. (f) By approximately 4:30 P.M.If, by 4:00 p.m. (New York City time, ) on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall so advise, by telephone the Depositary, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that and the Company. Whether or not there has been a Failed Remarketing was a Successful Remarketing and of the Reset Rate will be determined in the sole reasonable discretion of the Remarketing Agent. Promptly following any Failed Remarketing, the Remarketing Agent shall return Separate Senior Notes submitted for remarketing, if any, to the Custodial Agent for distribution to the appropriate Holders. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m. (New York City time) on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (i) the Depositary, the Purchase Contract Agent and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Senior Notes sold in such Remarketing; (ii) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Senior Notes of the Reset Rate and credited and the number of Remarketed Senior Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (iii) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third business day immediately following the date of such SecuritiesSuccessful Remarketing in same day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers proceeds from a Successful Remarketing (i) with respect to the Senior Notes that are components of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.03 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Senior Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Senior Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Sections 5.07 and 7.03 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Senior Notes or Corporate Units to have Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions (i) the Remarketing Settlement Agent conducts an Initial Remarketing pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Senior Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketingforegoing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been curedSenior Notes. The Company will promptly cause shall similarly not be obligated in any case to provide funds to make payment upon tender of the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and eventsSenior Notes for Remarketing.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Xxxxxx Xxxxxxx as exclusive remarketing agent (the initial "Remarketing Agent"), and Citi Xxxxxx Xxxxxxx hereby accepts appointment appointment: (i) as Remarketing Agent, for the purpose of (i) remarketing the Remarketed Securities on behalf of the holders thereof, ; (ii) establishing as the Reset Agent to, in consultation with the Company, in the manner provided for herein and in the Warrant and the Second Supplemental Indenture with respect to the Senior Notes: (1) determine the Reset Rate (as defined below) for that, in the Securities in connection with opinion of the RemarketingReset Agent, and (iii) performing such other duties as are assigned will, when applied to the Senior Notes, enable the Applicable Amount of the Senior Notes to have an approximate aggregate market value of 100.25% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Agents in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.Date; (b2) The Remarketing Agents agree (i) to use commercially reasonable efforts to remarket the Remarketed Securities tendered or deemed tendered to the Remarketing Agents in the Remarketing, (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of determine the Reset Rate, and (ii) to carry out such other duties as are assigned to if the Remarketing Agents in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) During the Initial Remarketing, the Remarketing Agents shall use their commercially reasonable efforts to remarket, at a price which results in proceeds, net of the Remarketing Agent’s Fee as described in Section 1(j), equal to at least 100% of the Remarketing Value (the “Remarketing Price”), the Remarketed Securities tendered or deemed tendered for purchase. (d) If, as a result of the efforts described in Section l(b), the Remarketing Agents determine Agent has determined that they it will be able to remarket all Remarketed Securities Notes tendered or deemed tendered for purchase at the Remarketing Price by prior to 4:00 P.M., New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent, which will apply to all Securities (whether or not the holders thereof participate in the Remarketing) (the “Reset Rate”) that will enable it to remarket all Remarketed Securities tendered or deemed tendered for Remarketing; provided, however, that the Reset Rate may not exceed the Reset Cap and may not be less than 0% per annum. (e) If, by 4:00 P.M.p.m., New York City time, on the last date in the Initial Remarketing, the Remarketing Agents are unable to remarket all Remarketed Securities tendered or deemed tendered for purchase, the remarketing shall be not Successful.Date; (f3) By by approximately 4:30 P.M.p.m., New York City time, on the applicable Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, advise by telephone (i) the Remarketing Agents shall notify the SponsorCompany, the Institutional Trustee (if applicable), the Trustee Collateral Agent and the Stock Purchase Contract Warrant Agent that the Remarketing was a Successful Remarketing and of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount of Notes sold in the Initial Remarketing, (ii) each purchaser (or the Participant thereof) of the Reset Rate and the aggregate principal amount of Notes such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Participant to pay the purchase price on the Reset Effective Date in same day funds against delivery of the Notes purchased through the facilities of the Depositary; (4) in the event that no Successful Initial Remarketing has taken place before the Final Remarketing Date, determine the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Senior Notes, enable a Senior Note to have an approximate market value of 100.25% of its principal amount as of the third Business Day preceding the Warrant Settlement Date; (5) by approximately 4:30 p.m., New York City time, on the Final Remarketing Date, advise by telephone (i) the Depositary, the Trustee, the Collateral Agent and the Warrant Agent, of the Reset Rate determined in the Final Remarketing and, provided that there has not been a Failed Final Remarketing, the aggregate principal amount of Notes sold in the Final Remarketing, (ii) each purchaser (or the Depositary Participant thereof) of the Reset Rate and, provided that there has not been a Failed Final Remarketing, the aggregate principal amount of Notes such purchaser is to purchase and (iii) provided that there has not been a Failed Final Remarketing, each purchaser of the Notes to give instructions to its Depositary Participant to pay the purchase price on the Warrant Settlement Date in same day funds against delivery of the Notes purchased through the facilities of the Depositary; and (6) in the event of a Failed Final Remarketing, determine the Reset Rate that will be equal to the Two Year Benchmark Treasury in effect on the Warrant Settlement Date plus the Applicable Spread; (iii) as the exclusive Remarketing Agent (subject to the right of Xxxxxx Xxxxxxx to appoint additional remarketing agents hereunder as described below) to: (1) remarket the Senior Notes of the Holders electing to have their Senior Notes remarketed and of the Holders of Equity Units on the first Initial Remarketing Date, who have not delivered the Treasury Portfolio to the Remarketing Agent or its designated entity on or prior to the fifth Business Day immediately preceding May 17, 2004, for settlement on May 17, 2004; (2) if, by 4:00 p.m., New York City time, on the Initial Remarketing Date, a Failed Initial Remarketing has occurred, pursuant to the terms of the Remarketing Agreement, so advise by telephone the Company, the Collateral Agent and the Warrant Agent; (3) by approximately 4:30 p.m., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, advise by telephone (i) the Company, the Collateral Agent and the Warrant Agent of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount of Notes sold in the Initial Remarketing, (ii) each purchaser (or the Participant thereof) of the Reset Rate and the aggregate principal amount of Notes such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Participant to pay the purchase price on the Reset Effective Date in same day funds against delivery of the Notes purchased through the facilities of the Depositary; (4) use its reasonable efforts in its discretion to conduct any Additional Remarketing after May 17, 2004 and on or before the tenth Business Day preceding August 17, 2004 to remarket the Senior Notes of the Holders electing to have their Senior Notes remarketed and of the Holders of Equity Units who have not delivered the Treasury Portfolio to the Remarketing Agent or its designated entity on or prior to the second Business Day immediately preceding the date of any Additional Remarketing; (5) in the case that no Successful Initial Remarketing has taken place before the Final Remarketing Date, remarket on the Final Remarketing Date, the Senior Notes of the Holders electing to have their Senior Notes remarketed or of the Holders of Equity Units who have not settled early the related Warrants and have failed to notify the Warrant Agent, on or prior to the fifth Business Day immediately preceding the Warrant Settlement Date, of their intention to settle the related Warrants through Cash Settlement, or have so notified the Warrant Agent, but failed to deliver sufficient cash to the Warrant Agent on or prior to the fourth Business Day preceding August 17, 2004; (6) if by 4:00 p.m., New York City time, on the Final Remarketing Date, a Failed Final Remarketing has occurred, pursuant to the terms of the Remarketing Agreement, so advise by telephone the Company, the Trustee, the Collateral Agent and the Warrant Agent and the Reset Rate shall be determined pursuant to Section 5.03.A. of the Warrant Agreement; and (7) by approximately 4:30 p.m., New York City time, on the Final Remarketing Date, advise by telephone (i) the Depositary, the Trustee, the Collateral Agent and the Warrant Agent, of the Reset Rate determined in the Final Remarketing and, provided that there has not been a Failed Final Remarketing, the aggregate principal amount of Notes sold in the Final Remarketing, (ii) each purchaser (or the Depositary Participant thereof) of the Reset Rate and, provided that there has not been a Failed Final Remarketing, the aggregate principal amount of Notes such purchaser is to purchase and (iii) provided that there has not been a Failed Final Remarketing, each purchaser of the Notes to give instructions to its Depositary Participant to pay the purchase price on the Warrant Settlement Date in same day funds against delivery of the Notes purchased through the facilities of the Depositary; provided, in each case, that the Reset Rate shall in no event be below the initial interest rate payable for the Notes, and in no event exceed the maximum rate permitted by applicable law, and neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes; (b) In connection with the remarketing contemplated hereby, the Remarketing Agent may enter into a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement") with the Company and the Warrant Agent, which shall either be: (i) substantially in the form attached hereto as Exhibit A (with such changes as the Company and the Remarketing Agent may agree upon, it being understood that changes may be necessary in the provisions of the Supplemental Remarketing Agreement due to changes in law or facts and circumstances or in the event that Xxxxxx Xxxxxxx is not the sole remarketing agent, and with such further changes therein as the Remarketing Agent or the Company may reasonably request), or (ii) in such other form as the Remarketing Agent may reasonably request, subject to the approval of the Company (such approval not to be unreasonably withheld). Anything herein to the contrary notwithstanding, to the extent that the parties hereto are unable to agree on the form or substance of the Supplemental Remarketing Agreement, Xxxxxx Xxxxxxx shall not act as Remarketing Agent or Reset Agent hereunder. The Company agrees that Xxxxxx Xxxxxxx shall have the right, on 15 Business Days' notice to the Company to appoint one or more additional remarketing agents so long as any such additional remarketing agents shall be reasonably acceptable to the Company. Upon any such appointment, the parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any such remarketing agent. (gc) In accordance with Pursuant to the Depositary’s normal proceduresSupplemental Remarketing Agreement, the Remarketing Agent, either as sole remarketing agent or as representative of a group of remarketing agents appointed as aforesaid, will agree, subject to the terms and conditions set forth herein and therein, to use its reasonable efforts to (i) remarket, on the Initial Remarketing Date, the Senior Notes that the Warrant Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Initial Remarketing, at a price per Senior Note such that the aggregate price for the Applicable Amount of the Senior Notes is approximately 100.25% of the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial Remarketing, remarket, on the third Business Day immediately preceding the Warrant Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase Senior Notes that the Warrant Agent and sold in the Custodial Agent shall have notified the Remarketing shall Agent have been tendered for, or otherwise are to be executed through included in, the DepositaryFinal Remarketing, and the accounts at a price of approximately 100.25% of the respective Depositary participants shall be debited and credited and such Securities delivered by book-entry as necessary to effect purchases and sales aggregate principal amount of such Securities. (h) On Senior Notes. Notwithstanding the Remarketing Settlement Date, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers of the Remarketed Securities in the Remarketing, shall be subject to modification to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time of the Remarketing, to facilitate the tendering and remarketing of the Remarketed Securities in certificated form. In additionpreceding sentence, the Remarketing Agents may modify Agent shall not remarket any Senior Notes for a price less than the settlement procedures set forth herein in order price (the "Minimum Initial Remarketing Price") necessary for the Applicable Amount of the Senior Notes to facilitate have an aggregate price equal to 100% of the settlement process. (i) On the Remarketing Settlement DateTreasury Portfolio Purchase Price, the Remarketing Agents shall retain as a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and the Remarketing Agents and specified in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day case of the Initial Remarketing, or the Sponsor mayaggregate principal amount of such Senior Notes, in its absolute discretion (and without prior notice being given to holders the case of Securities or the DECS)Final Remarketing. After deducting the fee specified in Section 3 below, postpone the Remarketing until the following Business Day by giving notice proceeds of such postponement Initial Remarketing or Final Remarketing, as the case may be, shall be paid to the Remarketing Agents Collateral Agent in accordance with this Remarketing AgreementSection 5.7 of the Pledge Agreement and Section 5.02 or 5.03 of the Warrant Agreement (each of which Sections are incorporated herein by reference). (kd) The Remarketing Agent will notify the Company, the Securities Intermediary, the Collateral Agent and the Warrant Agent of any Additional Remarketing that it plans to conduct as soon as practical, but not later than three Business Days in advance of the Additional Remarketing. (e) If fewer the Remarketing on the third Business Day preceding May 17, 2004 fails, and if the Remarketing Agent in its discretion proceeds with any Additional Remarketing as described under Sections 2(b) or 2(c) above, then in case of any such Additional Remarketing, the Remarketing Agent shall notify the Custodial Agent and all Holders of Senior Notes that are not part of Equity Units of the date of such Additional Remarketing as soon as practical, but no later than all three Business Days immediately preceding the Remarketing Date. Holders of separate Senior Notes who wish to participate in any Additional Remarketing have to deliver their Senior Notes together with the notice of this election to the Custodial Agent no later than two Business Days following the notification by the Remarketing Agent. (f) It is understood and agreed that neither the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever to purchase any Senior Notes, whether in the Initial Remarketing, Final Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for remarketing or to otherwise expend or risk their own funds or incur or be exposed to financial liability in the performance of their respective duties under this Agreement or the Supplemental Remarketing Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been curedSenior Notes. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent shall not be obligated in any case to give the Remarketing Agents notice provide funds to make payment upon tender of all such defaults and eventsSenior Notes for remarketing.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Goldman, Sachs & Co. as the initial exclusive Remarketing Agent, and, subject to the terms and Citi cxxxxxxxns xxx forth herein, Goldman, Sachs & Co. hereby accepts appointment as Remarketing Agent, for the purpose of (ix) remarketing xxmarketing the Remarketed Securities Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingNotes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding November 16, 2005 (the "Initial Remarketing Agents agree (i) to Date"), the Remarketing Agent shall use its commercially reasonable best efforts to remarket ("Initial Remarketing") the Remarketed Notes, at a price (the "Remarketing Price"), based on the Reset Rate, equal to approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Remarketed Securities tendered or deemed tendered to the Remarketing Agents Notes at such rate, at a rate below 100.25% in the Remarketing, (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of the Reset Rate, and (ii) to carry out such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with the provisions discretion of the Remarketing ProceduresAgent, but in no event less than 100%, net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding December 16, 2005 (the "Second Remarketing Date"), the Remarketing Agents Agent shall use their its commercially reasonable best efforts to remarketremarket (the "Second Remarketing") the Remarketed Notes at the Remarketing Price. In the case of a Failed Second Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding January 16, 2006 (the "Third Remarketing Date"), the Remarketing Agent shall use its commercially reasonable best efforts to remarket (the "Third Remarketing") the Remarketed Notes at the Remarketing Price. In the case of a Failed Third Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the "Final Remarketing Date"), the Remarketing Agent shall use its commercially reasonable best efforts to remarket (the "Final Remarketing") the Remarketed Notes at a price (the "Final Remarketing Price"), based on the Reset Rate, equal to approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Remarketed Notes at such rate, at a price which results rate below 100.25% in proceeds, net the discretion of the Remarketing Agent’s , but in no event less than 100%, net of any Remarketing Fee as described and any other fees and commissions) of the aggregate principal amount of the Remarketed Notes being remarketed in Section 1(j), equal to such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100% (net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price, in the case of a Remarketing Value other than the Final Remarketing, or 100% (net of any Remarketing Fee and any other fees and commissions) of the “Remarketing Price”), aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseNotes in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-one- thousandth (0.001) of one percentpercent per annum, which will apply that the Notes should bear (the "Reset Rate") in order for the Remarketed Notes to all Securities (whether have an aggregate market value equal to the Remarketing Price or not the holders thereof participate Final Remarketing Price, as the case may be, and that in the Remarketing) (sole reasonable discretion of the “Reset Rate”) that Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, provided that the Reset Rate may such rate shall not exceed the Reset Cap and may not (i) be less than 0% per annumthe Coupon Rate set forth in the Indenture or (ii) exceed the maximum interest rate permitted by law. (e) IfIn the event of a Failed Remarketing, by 4:00 P.M., New York City time, on or if no Notes are included in Corporate Units and none of the last date holders of the Separate Notes elect to have Notes remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchase, be the remarketing shall be not SuccessfulCoupon Rate set forth in the Indenture. (f) By approximately 4:30 P.M.If, by 4:00 p.m., New York City time, on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall advise by telephone the Depositary, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that and the Company, and return the Remarketed Notes to the Collateral Agent or the Custodial Agent, as the case may be. Whether or not there has been a Failed Remarketing was a Successful Remarketing and of the Reset Rate will be determined in the Remarketingsole reasonable discretion of the Remarketing Agent. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m., New York City time, on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (1) the Depositary, the Purchase Contract Agent and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Notes sold in such Remarketing; (2) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Notes of the Reset Rate and credited and the number of Remarketed Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (3) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third business day immediately following the date of such SecuritiesSuccessful Remarketing in same day funds against delivery of the Remarketed Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers proceeds from a Successful Remarketing (i) with respect to the Notes that are components of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.06 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Section 7.06 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Notes or Corporate Units to have Remarketed Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Settlement Agent conducts (A) an Initial Remarketing, (B) a Second Remarketing in the event of a Failed Initial Remarketing, (C) a Third Remarketing in the event of a Failed Second Remarketing and (D) a Final Remarketing in the event of a Failed Third Remarketing, each pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be, based on the Reset Rate, and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Remarketed Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketingforegoing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with Notes. Neither the terms hereof, Company nor the Remarketing Agent shall be deemed obligated in any case to have failed as provide funds to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing make payment upon tender of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory AuthorityNotes for Remarketing. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Goldman, Sachs & Co. as the initial exclusive Remarketing Agent, and, xxxxxxt xx xxe terms and Citi conditions set forth herein, Goldman, Sachs & Co. hereby accepts appointment as Remarketing AgentRemarketinx Xxxxx, for the purpose of (i) remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding May 16, 2006 (the "INITIAL REMARKETING DATE"), the Remarketing Agents agree (i) to Agent shall use commercially its reasonable efforts to remarket ("INITIAL REMARKETING") the Remarketed Securities tendered or deemed tendered to Senior Notes, at a price (the Remarketing Agents in the Remarketing"REMARKETING PRICE"), (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate, and equal to approximately 100.50% (ii) to carry out such other duties as are assigned to or, if the Remarketing Agents Agent is unable to remarket the Remarketed Senior Notes at such price, at a price below 100.50% in the Remarketing Procedures, all in accordance with the provisions discretion of the Remarketing ProceduresAgent, but in no event less than 100%, net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding June 16, 2006 (the "SECOND REMARKETING DATE"), the Remarketing Agents Agent shall use their commercially its reasonable efforts to remarketremarket (the "SECOND REMARKETING") the Remarketed Senior Notes at the Remarketing Price. In the case of a Failed Second Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding July 16, 2006 (the "THIRD REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to remarket (the "THIRD REMARKETING") the Remarketed Senior Notes at the Remarketing Price. In the case of a Failed Third Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the "FINAL REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to remarket (the "FINAL REMARKETING") the Remarketed Senior Notes at a price (the "FINAL REMARKETING PRICE"), based on the Reset Rate, equal to approximately 100.50% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such price, at a price which results below 100.50% in proceeds, net the discretion of the Remarketing Agent’s , but in no event less than 100%, net of any Remarketing Fee as described and any other fees and commissions) of the aggregate principal amount of the Remarketed Senior Notes being remarketed in Section 1(j), equal to such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100% (net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price, in the case of a Remarketing Value other than the Final Remarketing, or 100% (net of any Remarketing Fee and any other fees and commissions) of the “Remarketing Price”), aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply that the Senior Notes should bear (the "RESET RATE") in order for the Senior Notes of the Normal Unit holders to all Securities (whether have an aggregate market value equal to the Remarketing Price or not the holders thereof participate Final Remarketing Price, as the case may be, and that in the Remarketing) (sole reasonable discretion of the “Reset Rate”) that Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Senior Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, provided that the Reset Rate may such rate shall not exceed the Reset Cap and may not be less than 0% per annummaximum interest rate permitted by law. (e) If, by 4:00 P.M., p.m. (New York City time, on the last date in the Initial Remarketing, the Remarketing Agents are unable to remarket all Remarketed Securities tendered or deemed tendered for purchase, the remarketing shall be not Successful. (f) By approximately 4:30 P.M., New York City time, on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall advise, by telephone, the Institutional Trustee (if applicable)Depositary, the Purchase Contract Agent and the Company, and return the Remarketed Senior Notes to the Collateral Agent or the Custodial Agent, as the case may be. Whether or not there has been a Failed Remarketing will be determined in the sole reasonable discretion of the Remarketing Agent. (f) In the event of a Successful Remarketing, by approximately 4:30 p.m. (New York City time) on the applicable Remarketing Date, the Remarketing Agent shall advise, by telephone: (i) the Depositary, the Purchase Contract Agent, the Indenture Trustee and the Stock Purchase Contract Agent that the Remarketing was a Successful Remarketing and Company of the Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Senior Notes sold in such Remarketing; (ii) each purchaser (or the Depositary Participant thereof) of Remarketed Senior Notes of the Reset Rate and the number of Remarketed Senior Notes such purchaser is to purchase; and (iii) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the date on which such Remarketing is to be settled, which shall be no later than the third business day immediately following the date of such Successful Remarketing, in same day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (g) In accordance with the Depositary’s normal procedures, on the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the transactions described above proceeds from a Successful Remarketing (i) with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Pledged Senior Notes, shall be executed through paid to the DepositaryCollateral Agent in accordance with Sections 5.07 and 7.06 of the Pledge Agreement, as the case may be, and the accounts Section 5.02 of the respective Depositary participants Purchase Contract Agreement and (ii) with respect to the Separate Senior Notes, shall be debited and credited and such Securities delivered by book-entry as necessary paid to effect purchases and sales the Custodial Agent for payment to the holders of such SecuritiesSeparate Senior Notes in accordance with Section 5.02 of the Purchase Contract Agreement and Section 7.06 of the Pledge Agreement. (h) On the The right of each holder of Separate Senior Notes or Normal Units to have Remarketed Senior Notes remarketed and sold on any Remarketing Settlement Date, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers of the Remarketed Securities in the Remarketing, Date shall be subject to modification the conditions that (i) the Remarketing Agent conducts an (A) Initial Remarketing, (B) a Second Remarketing in the event of a Failed Initial Remarketing, (C) a Third Remarketing in the event of a Failed Second Remarketing and (D) a Final Remarketing in the event of a Failed Third Remarketing, each pursuant to the extent required by terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Depositary or, if the book-entry system Remarketing Agent is no longer available able to find a purchaser or purchasers for the Remarketed Securities Senior Notes at the time of Remarketing Price or the RemarketingFinal Remarketing Price, as the case may be, based on the Reset Rate, (iv) such purchaser or purchasers deliver the purchase price therefor to facilitate the tendering and remarketing of the Remarketed Securities in certificated form. In addition, the Remarketing Agents may modify Agent as and when required and (v) the settlement procedures set forth herein Remarketing is settled in order to facilitate the settlement processaccordance with this Agreement. (i) On It is understood and agreed that the Remarketing Settlement DateAgent shall not have any obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Remarketed Senior Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the performance of its duties under this Agreement, and without limitation of the foregoing, the Remarketing Agents Agent shall retain as a remarketing fee not be deemed an amount to be as agreed among the Sponsor, the Trust (if applicable) and the Remarketing Agents and specified in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day of the Initial Remarketing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all underwriter of the Remarketed Securities are remarketed in accordance with Senior Notes. Neither the terms hereof, Company nor the Remarketing Agent shall be deemed obligated in any case to have failed as provide funds to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing make payment upon tender of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory AuthoritySenior Notes for Remarketing. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Banc of America as the initial exclusive Remarketing Agent, and, subject to the terms and Citi conditions set forth herein, Banc of America hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing Remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding August 15, 2006 (the “Initial Remarketing Agents agree (i) to Date”), the Remarketing Agent shall use commercially reasonable efforts to remarket the Remarketed Securities tendered or deemed tendered to the Remarketing Agents in the Remarketing, (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate) (the “Initial Remarketing”) the Remarketed Senior Notes, and at a price (iithe “Remarketing Price”) equal to carry out such other duties as are assigned to approximately 100.25% (or, if the Remarketing Agents Agent is unable to remarket the Remarketed Senior Notes at such a rate, at a rate below 100.25% in the Remarketing Procedures, all in accordance with the provisions discretion of the Remarketing ProceduresAgent, but in no event less than 100.00%) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the “Final Remarketing Date”), the Remarketing Agents Agent shall use their its commercially reasonable efforts to remarketremarket (based on the Reset Rate) (the “Final Remarketing”) the Remarketed Senior Notes at a price (the “Final Remarketing Price”) equal to approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such a rate, at a price which results rate below 100.25% in proceeds, net the discretion of the Remarketing Agent’s Fee as described , but in Section 1(j), equal to no event less than 100.00%) of the aggregate principal amount of the Remarketed Senior Notes being remarketed in such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100% of the Remarketing Value (sum of the “Remarketing Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price”); in the case of the Initial Remarketing, and at least 100% of the aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes, in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply to all Securities (whether or not that the holders thereof participate in the Remarketing) Senior Notes should bear (the “Reset Rate”) in order for the Remarketed Senior Notes to have an aggregate market value equal to the Remarketing Price or the Final Remarketing Price, as the case may be, and that in the sole reasonable discretion of the Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Senior Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, that the Reset Rate may not exceed the Reset Cap and may not be less than 0% per annum. (e) IfIn the event of a Failed Remarketing or if no Senior Notes are included in Corporate Units, by 4:00 P.M., New York City time, on and if none of the last date holders of the Separate Senior Notes elect to have Senior Notes be remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Senior Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchasebe the Coupon Rate set forth in the Indenture, the remarketing shall be not Successfulas supplemented from time to time. (f) By approximately 4:30 P.M.If, by 4:00 p.m. (New York City time, ) on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall so advise, by telephone, the Institutional Trustee (if applicable)Depositary, the Trustee and the Stock Purchase Contract Agent that and the Company. Whether or not there has been a Failed Remarketing was a Successful Remarketing and of the Reset Rate will be determined in the sole reasonable discretion of the Remarketing Agent. Promptly following any Failed Remarketing, the Remarketing Agent shall return Separate Senior Notes submitted for remarketing, if any, to the Custodial Agent for distribution to the appropriate Holders. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m. (New York City time) on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (i) the Depositary, the Purchase Contract Agent and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Senior Notes sold in such Remarketing; (ii) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Senior Notes of the Reset Rate and credited and the number of Remarketed Senior Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (iii) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third Business Day immediately following the date of such SecuritiesSuccessful Remarketing in same-day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers proceeds from a Successful Remarketing (i) with respect to the Senior Notes that are components of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.03 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Senior Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Senior Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Sections 5.07 and 7.03 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Senior Notes or Corporate Units to have Remarketed Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Settlement Agent conducts a Remarketing pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Senior Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be, based on the Reset Rate, and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all of the Remarketed Securities are remarketed in accordance with the terms hereofforegoing, the Remarketing Agent shall not be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing an underwriter of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.the

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Morgan Stanley & Co. Incorporated as the initial exclusive Remarketing Agent, xxx, xuxxxxx xo the terms and Citi conditions set forth herein, Morgan Stanley & Co. Incorporated hereby accepts appointment as Remarketing AgentRemarkxxxxx Axxxx, for xor the purpose of (i) remarketing the Remarketed Securities Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingNotes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The On the third Business Day immediately preceding February 16, 2006 (the "Remarketing Agents agree (i) to Date"), the Remarketing Agent shall use commercially its reasonable efforts to remarket (the "Remarketing") the Remarketed Securities tendered or deemed tendered to Notes at a price (the "Remarketing Agents in the RemarketingPrice"), (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate, and equal to approximately 100.25% (ii) to carry out such other duties as are assigned to or, if the Remarketing Agents Agent is unable to remarket the Remarketed Notes at such price, at a price below 100.25% in the Remarketing Procedures, all in accordance with the provisions discretion of the Remarketing ProceduresAgent, but in no event less than 100%, net of any Remarketing Fee and any other fees and commissions) of the aggregate principal amount of the Remarketed Notes being remarketed in such Remarketing. It is understood and agreed that the Remarketing on the Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100% (net of any Remarketing Fee and any other fees and commissions) of the aggregate principal amount of the Remarketed Notes. (c) During In connection with the Initial Remarketing, the Remarketing Agents Agent shall use their commercially reasonable efforts to remarketdetermine, at a price which results in proceedsconsultation with the Company, net of the Remarketing Agent’s Fee as described in Section 1(j), equal to at least 100% of the Remarketing Value (the “Remarketing Price”), the Remarketed Securities tendered or deemed tendered for purchase. (d) If, as a result of the efforts described in Section l(b), the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at the Remarketing Price by 4:00 P.M., New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply that the Notes should bear (the "Reset Rate") in order for the Remarketed Notes to all Securities (whether or not have an aggregate market value equal to the holders thereof participate Remarketing Price, and that in the Remarketing) (sole reasonable discretion of the “Reset Rate”) that Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered or deemed tendered for Notes at the Remarketing Price in such Remarketing; provided, however, provided that the Reset Rate may such rate shall not exceed the Reset Cap maximum interest rate permitted by law. (d) In the event of a Failed Remarketing, or if no Notes are included in Corporate Units and may none of the holders of the Separate Notes elect to have Notes remarketed in such Remarketing, the applicable interest rate on the Notes will not be less than 0% per annumreset and will continue to be the Coupon Rate set forth in the Indenture. (e) If, by 4:00 P.M.p.m., New York City time, on the last date in the Initial RemarketingRemarketing Date, the Remarketing Agents are Agent is unable to remarket all of the Remarketed Securities tendered or Notes at the Remarketing Price pursuant to the terms and conditions hereof, a Failed Remarketing shall be deemed tendered for purchaseto have occurred, and the Remarketing Agent shall advise by telephone the Depositary, the remarketing Purchase Contract Agent and the Company. Whether or not there has been a Failed Remarketing will be determined in the sole reasonable discretion of the Remarketing Agent. No Remarketed Notes shall be not Successfulsold if there is a Failed Remarketing. (f) By In the event of a Successful Remarketing, by approximately 4:30 P.M.p.m., New York City time, on the applicable Remarketing Date, the Remarketing Agents Agent shall notify advise, by telephone: (1) the SponsorDepositary, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that and the Remarketing was a Successful Remarketing and Company of the Reset Rate determined by the Remarketing Agent in the Remarketing and the number of Remarketed Notes sold in such Remarketing; (2) each purchaser (or the Depositary Participant thereof) of Remarketed Notes of the Reset Rate and the number of Remarketed Notes such purchaser is to purchase; and (3) each such purchaser to give instructions to its Depositary Participant to pay the purchase price prior to 11:00 a.m., New York City time, on the third Business Day immediately following the date of the Successful Remarketing in same day funds against delivery of the Remarketed Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (g) In accordance with the Depositary’s normal procedures, on the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the transactions described above proceeds from a Successful Remarketing (1) with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Notes that are components of the Corporate Units, shall be executed through paid to the Depositary, and the accounts Collateral Agent in accordance with Sections 5.07 of the respective Depositary participants Pledge Agreement and Section 5.02 of the Purchase Contract Agreement and (2) with respect to the Separate Notes, shall be debited and credited and such Securities delivered by book-entry as necessary paid to effect purchases and sales the Custodial Agent for payment to the holders of such SecuritiesSeparate Notes in accordance with Section 5.02 of the Purchase Contract Agreement. (h) On The right of each holder of Separate Notes or Corporate Units to have Remarketed Notes remarketed and sold on the Remarketing Settlement Date, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers of the Remarketed Securities in the Remarketing, Date shall be subject to modification the conditions that (1) the Remarketing Agent conducts a Remarketing pursuant to the extent required by terms of this Agreement, (2) the Depositary or, if the book-entry system Remarketing Agent is no longer available able to find a purchaser or purchasers for the Remarketed Securities Notes at the time of Remarketing Price based on the RemarketingReset Rate, and (3) such purchaser or purchasers deliver the purchase price therefor to facilitate the tendering and remarketing of the Remarketed Securities in certificated form. In addition, the Remarketing Agents may modify the settlement procedures set forth herein in order to facilitate the settlement processAgent as and when required. (i) On It is understood and agreed that the Remarketing Settlement DateAgent shall not have any obligation whatsoever to purchase any Remarketed Notes, whether in the Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Remarketed Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the performance of its duties under this Agreement, and without limitation of the foregoing, the Remarketing Agents Agent shall retain as a remarketing fee not be deemed an amount to be as agreed among the Sponsor, the Trust (if applicable) and the Remarketing Agents and specified in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day of the Initial Remarketing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all underwriter of the Remarketed Securities are remarketed in accordance with Notes. Neither the terms hereof, Company nor the Remarketing Agent shall be deemed obligated in any case to have failed as provide funds to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing make payment upon tender of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory AuthorityNotes for Remarketing. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Banc of America Securities LLC as the initial exclusive Remarketing Agent, and, subject to the terms and Citi conditions set forth herein, Banc of America Securities LLC hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing Remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding February 16, 2007 (the "INITIAL REMARKETING DATE"), the Remarketing Agents agree (i) to Agent shall use commercially reasonable efforts to remarket the Remarketed Securities tendered or deemed tendered to the Remarketing Agents in the Remarketing, (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate) (the "INITIAL REMARKETING") the Remarketed Senior Notes, and at a price (iithe "REMARKETING PRICE") equal to carry out such other duties as are assigned to approximately 100.25% (or, if the Remarketing Agents Agent is unable to remarket the Remarketed Senior Notes at such a rate, at a rate below 100.25% in the Remarketing Procedures, all in accordance with the provisions discretion of the Remarketing ProceduresAgent, but in no event less than 100.00%) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the "FINAL REMARKETING DATE"), the Remarketing Agents Agent shall use their its commercially reasonable efforts to remarketremarket (based on the Reset Rate) (the "FINAL REMARKETING") the Remarketed Senior Notes at a price (the "FINAL REMARKETING PRICE") equal to approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such a rate, at a price which results rate below 100.25% in proceeds, net the discretion of the Remarketing Agent’s Fee as described , but in Section 1(j), equal to no event less than 100.00%) of the aggregate principal amount of the Remarketed Senior Notes being remarketed in such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100% of the Remarketing Value (sum of the “Remarketing Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price”); in the case of the Initial Remarketing, and at least 100% of the aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes, in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply that the Senior Notes should bear (the "RESET RATE") in order for the Remarketed Senior Notes to all Securities (whether have an aggregate market value equal to the Remarketing Price or not the holders thereof participate Final Remarketing Price, as the case may be, and that in the Remarketing) (sole reasonable discretion of the “Reset Rate”) that Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Senior Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, that the Reset Rate may not exceed the Reset Cap and may not be less than 0% per annum. (e) IfIn the event of a Failed Remarketing or if no Senior Notes are included in Corporate Units, by 4:00 P.M., New York City time, on and if none of the last date holders of the Separate Senior Notes elect to have Senior Notes be remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Senior Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchase, be the remarketing shall be not SuccessfulCoupon Rate set forth in the Indenture as supplemented from time to time. (f) By approximately 4:30 P.M.If, by 4:00 p.m. (New York City time, ) on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall so advise, by telephone, the Institutional Trustee (if applicable)Depositary, the Trustee and the Stock Purchase Contract Agent that and the Company. Whether or not there has been a Failed Remarketing was a Successful Remarketing and of the Reset Rate will be determined in the sole reasonable discretion of the Remarketing Agent. Promptly following any Failed Remarketing, the Remarketing Agent shall return Separate Senior Notes submitted for remarketing, if any, to the Custodial Agent for distribution to the appropriate Holders. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m. (New York City time) on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (i) the Depositary, the Purchase Contract Agent and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Senior Notes sold in such Remarketing; (ii) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Senior Notes of the Reset Rate and credited and the number of Remarketed Senior Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (iii) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third Business Day immediately following the date of such SecuritiesSuccessful Remarketing in same-day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers proceeds from a Successful Remarketing (i) with respect to the Senior Notes that are components of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.05 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Senior Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Senior Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Sections 5.07 and 7.05 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Senior Notes or Corporate Units to have Remarketed Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Settlement Agent conducts a Remarketing pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Senior Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be, based on the Reset Rate, and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketingforegoing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been curedSenior Notes. The Company will promptly cause shall similarly not be obligated in any case to provide funds to make payment upon tender of the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and eventsSenior Notes for Remarketing.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Banc of America Securities LLC as the initial exclusive Remarketing Agent, and, subject to the terms and Citi conditions set forth herein, Banc of America Securities LLC hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing Remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding August 16, 2008 (the "Initial Remarketing Agents agree (i) to Date"), the Remarketing Agent shall use commercially reasonable efforts to remarket the Remarketed Securities tendered or deemed tendered to the Remarketing Agents in the Remarketing, (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate) (the "Initial Remarketing") the Remarketed Senior Notes, and at a price (iithe "Remarketing Price") equal to carry out such other duties as are assigned to approximately 100.25% (or, if the Remarketing Agents Agent is unable to remarket the Remarketed Senior Notes at such a rate, at a rate below 100.25% in the Remarketing Procedures, all in accordance with the provisions discretion of the Remarketing ProceduresAgent, but in no event less than 100.00%) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the "Final Remarketing Date"), the Remarketing Agents Agent shall use their its commercially reasonable efforts to remarketremarket (based on the Reset Rate) (the "Final Remarketing") the Remarketed Senior Notes at a price (the "Final Remarketing Price") equal to approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such a rate, at a price which results rate below 100.25% in proceeds, net the discretion of the Remarketing Agent’s Fee as described , but in Section 1(j), equal to no event less than 100.00%) of the aggregate principal amount of the Remarketed Senior Notes being remarketed in such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100% of the Remarketing Value (sum of the “Remarketing Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price”), in the case of the Initial Remarketing, and at least 100% of the aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes, in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply that the Senior Notes should bear (the "Reset Rate") in order for the Remarketed Senior Notes to all Securities (whether have an aggregate market value equal to the Remarketing Price or not the holders thereof participate Final Remarketing Price, as the case may be, and that in the Remarketing) (sole reasonable discretion of the “Reset Rate”) that Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Senior Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, that the Reset Rate may not exceed the Reset Cap and may not be less than 0% per annum. (e) IfIn the event of a Failed Remarketing or if no Senior Notes are included in Corporate Units, by 4:00 P.M., New York City time, on and if none of the last date holders of the Separate Senior Notes elect to have Senior Notes be remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Senior Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchase, be the remarketing shall be not SuccessfulCoupon Rate set forth in the Indenture as supplemented from time to time. (f) By approximately 4:30 P.M.If, by 4:00 p.m. (New York City time) on the applicable Remarketing Date, (i) the Remarketing Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof or (ii) the Remarketing did not occur on such Remarketing Date because one of the conditions set forth in Section 7 hereof was not satisfied, a Failed Remarketing shall be deemed to have occurred, and the Remarketing Agent shall so advise, by telephone, the Depositary, the Purchase Contract Agent and the Company. Whether or not there has been a Failed Remarketing will be determined in the sole reasonable discretion of the Remarketing Agent. Promptly following any Failed Remarketing, the Remarketing Agent shall return Separate Senior Notes submitted for remarketing, if any, to the Custodial Agent for distribution to the appropriate Holders. (g) In the event of a Successful Remarketing, by approximately 4:30 p.m. (New York City time) on the applicable Remarketing Date, the Remarketing Agents Agent shall notify advise, by telephone: (i) the SponsorDepositary, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that and the Remarketing was a Successful Remarketing and Company of the Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Senior Notes sold in such Remarketing; and (ii) each purchaser (or the Depositary Participant thereof) of Remarketed Senior Notes of the Reset Rate and the number of Remarketed Senior Notes such purchaser is to purchase; and (iii) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third Business Day immediately following the date of such Successful Remarketing in same-day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (gh) In accordance with the Depositary’s normal procedures, on the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the transactions described above proceeds from a Successful Remarketing (i) with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing shall be executed through the Depositary, and the accounts Senior Notes that are components of the respective Depositary participants shall be debited and credited and such Securities delivered by book-entry as necessary to effect purchases and sales of such Securities. (h) On the Remarketing Settlement Date, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.05 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Senior Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Senior Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Sections 5.07 and 7.05 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Senior Notes or Corporate Units to have Remarketed Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Settlement Agent conducts a Remarketing pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Senior Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be, based on the Reset Rate, and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketingforegoing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been curedSenior Notes. The Company will promptly cause shall similarly not be obligated in any case to provide funds to make payment upon tender of the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and eventsSenior Notes for Remarketing.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi [Morgan Stanley & Co. Incorporated] as the initial exclusive Remarketing Agent, xxx, sxxxxxx to the terms and Citi conditions set forth herein, [Morgan Stanley & Co. Incorporated] hereby accepts appointment as Remarketing AgentRemarxxxxxx Xxxxx, for the purpose of (i) remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement, the Indenture and the Supplemental Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding August 16, 2006 (the "Initial Remarketing Agents agree (i) to Date"), the Remarketing Agent shall use commercially its reasonable efforts to remarket ("Initial Remarketing") the Remarketed Securities tendered or deemed tendered Senior Notes, at a price (the "Remarketing Price") equal to approximately 100.50% (but not less than 100%) of the Remarketing Agents in sum of the Remarketing, (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee Treasury Portfolio Purchase Price and the Stock Separate Note Purchase Contract Agent promptly of the Reset Rate, and (ii) to carry out such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with the provisions of the Remarketing ProceduresPrice. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding September 16, 2006 (the "Second Remarketing Date"), the Remarketing Agents Agent shall use their commercially its reasonable efforts to remarketremarket (the "Second Remarketing") the Remarketed Senior Notes at the Remarketing Price. In the case of a Failed Second Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding October 16, 2006 (the "Third Remarketing Date"), the Remarketing Agent shall use its reasonable efforts to remarket (the "Third Remarketing") the Remarketed Senior Notes at the Remarketing Price. In the case of a Failed Third Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the "Final Remarketing Date"), the Remarketing Agent shall use its reasonable efforts to remarket (the "Final Remarketing") the Remarketed Senior Notes at a price which results (the "Final Remarketing Price") equal to approximately 100.50% (but not less than 100%) of the aggregate principal amount of the Remarketed Senior Notes being remarketed in proceeds, such Final Remarketing. It is understood and agreed that Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds (net of the Remarketing Agent’s Fee as described in Section 1(j), equal to any fees and commissions) are at least 100% of the sum of the Treasury Portfolio Purchase Price and the Separate Note Purchase Price, in the caser of a Remarketing Value (other than the “Remarketing Price”)Final Remarketing, or 100% of the aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at the Remarketing Price by 4:00 P.M., New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents Agent shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply that the Senior Notes should bear (the "Reset Rate") in order for the Senior Notes of the Corporate Unit holders to all Securities (whether have an aggregate market value equal to the Remarketing Price or not the holders thereof participate Final Remarketing Price, as the case may be, and that in the Remarketing) (sole reasonable discretion of the “Reset Rate”) that Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Senior Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, provided that the Reset Rate may such rate shall not exceed the Reset Cap and may not be less than 0% per annummaximum interest rate permitted by law. (e) IfIn the event of a Failed Remarketing or a Failed Final Remarketing, by 4:00 P.M., New York City time, on or if none of the last date holders of the Separate Senior Notes or the holders of the Corporate Units elect to have Senior Notes be remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Senior Notes will not be reset and continue to remarket all Remarketed Securities tendered or deemed tendered for purchase, be the remarketing shall be not SuccessfulCoupon Rate. (f) By approximately 4:30 P.M.If, by 4:00 p.m. (New York City time, ) on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing or Failed Final Remarketing, as the case may be, shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall advise, by telephone the Depositary, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that and the Company, and return the Remarketed Senior Notes to the Collateral Agent or the Custodial Agent, as the case may be. Whether or not there has been a Failed Remarketing was or a Successful Failed Final Remarketing and of the Reset Rate will be determined in the Remarketingsole reasonable discretion of the Remarketing Agent. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m. (New York City time) on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (1) the Depositary, the Purchase Contract Agent and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Senior Notes sold in such Remarketing; (2) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Senior Notes of the Reset Rate and credited and the number of Remarketed Senior Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (3) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third business day immediately following the date of such SecuritiesSuccessful Remarketing in same day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On After deducting the Remarketing Settlement DateFees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers proceeds from a Successful Remarketing (i) with respect to the Senior Notes which are components of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.06 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Section 7.06 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Notes or Corporate Units to have Remarketed Senior Notes remarketed on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Settlement Agent conducts an Initial Remarketing, a Second Remarketing in the event of a Failed Initial Remarketing, a Third Remarketing in the event of a Failed Second Remarketing and a Final Remarketing in the event of a Failed Third Remarketing, each pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Senior Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be, and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Remarketed Senior Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketingforegoing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with Senior Notes. Neither the terms hereof, Company nor the Remarketing Agent shall be deemed obligated in any case to have failed as provide funds to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing make payment upon tender of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory AuthoritySenior Notes for Remarketing. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Lehman Brothers as exclusive remarketing agent (the initial "Remarketing Agent, and Citi hereby accepts appointment as Remarketing Agent, for Agenx") xxr the purpose of (i) remarketing Remarketing the Remarketed Securities Preferred Stock on behalf of the holders thereof, thereof and (ii) establishing the Reset Rate (as defined below) for the Securities in connection with the Remarketing, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures. (b) The Remarketing Agents agree Agent agrees (i) to use commercially reasonable efforts to remarket the Remarketed Securities Preferred Stock tendered or deemed tendered to the Remarketing Agents Agent in the Remarketing, (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent Company promptly of the Reset Rate, Rate and (iiiii) to carry out such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) During On the Initial Remarketingthird Business Day immediately preceding the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agents Agent shall use their commercially reasonable efforts to remarket, at a price which results in proceeds, net of the Remarketing Agent’s Fee as described in Section 1(j), equal to at least 100100.50% of the Remarketing Value (the “Remarketing Price”)aggregate liquidation preference thereof, the Remarketed Securities Preferred Stock tendered or deemed tendered for purchase. (d) If, as a result of the efforts described in Section l(b1(b), the Remarketing Agents determine Agent determines that they it will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at a price of 100.50% of the Remarketing Price by aggregate liquidation preference of such Remarketed Preferred Stock prior to 4:00 P.M.p.m., New York City time, on any the Remarketing Date (a “Successful Remarketing”)Date, the Remarketing Agents Agent shall in their sole discretion determine the Reset Rate, which shall be the rate per annum, annum (rounded to the nearest one-thousandth (0.001) of one percentpercent per annum) that the Remarketing Agent determines, which will apply in its sole judgment, to all Securities (whether or not be the holders thereof participate in the Remarketing) (the “Reset Rate”) lowest rate per annum that will enable it to remarket all Remarketed Securities Preferred Stock tendered or deemed tendered for Remarketing; provided, however, that the Reset Rate may not exceed the Reset Cap and may not be less than 0% per annum. (e) If none of the holders of Remarketed Preferred Stock elects to have Remarketed Preferred Stock Remarketed in the Remarketing, the Remarketing Agent shall, in its sole discretion, determine the rate that would have been established had a Remarketing of all the Preferred Stock been held on the Remarketing Date, and such rate shall be the Reset Rate. (f) If, by 4:00 P.M.p.m., New York City time, on the last date in the Initial RemarketingRemarketing Date, the Remarketing Agents are Agent is unable to remarket all Remarketed Securities Preferred Stock tendered or deemed tendered for purchase, a failed Remarketing (the remarketing "Failed Remarketing") shall be not Successfuldeemed to have occurred, and the Remarketing Agent shall so advise by telephone the Depositary and the Company. If a Failed Remarketing occurs, the Reset Rate will be equal to (i) the "AA" Composite Commercial Paper Rate on the Remarketing Date, plus (ii) a spread as set forth in the Certificate of Designations. (fg) By approximately 4:30 P.M.p.m., New York City time, on the applicable Remarketing Date, PROVIDED that there has not been a Failed Remarketing, the Remarketing Agents Agent shall notify advise, by telephone (i) the Sponsor, the Institutional Trustee (if applicable), the Trustee Depositary and the Stock Purchase Contract Agent that the Remarketing was a Successful Remarketing and Company of the Reset Rate determined in the Remarketing. (g) In accordance with Remarketing and the Depositary’s normal procedures, on the Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and number of shares of Remarketed Preferred Stock sold in the Remarketing shall be executed Remarketing, (ii) each purchaser (or the Depositary Participant thereof) of the Reset Rate and the number of shares of Remarketed Preferred Stock such purchaser is to purchase and (iii) each purchaser to give instructions to its Depositary Participant to pay the purchase price on the Purchase Contract Settlement Date in same day funds against delivery of the shares of Remarketed Preferred Stock purchased through the Depositary, and the accounts facilities of the respective Depositary participants shall be debited and credited and such Securities delivered by book-entry as necessary to effect purchases and sales of such SecuritiesDepositary. (h) On The Remarketing Agent shall remit (i) to the Remarketing Settlement Date, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers Collateral Agent proceeds of the Remarketed Securities in the Remarketing, shall be Preferred Stock subject to modification the Pledge Agreement in an amount equal to 100% of the aggregate liquidation preference of such Remarketed Preferred Stock and (ii) to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Participant of the Remarketing, seller of Remarketed Preferred Stock not subject to facilitate the tendering and remarketing Pledge Agreement proceeds of such Remarketed Preferred Stock in an amount equal to 100% of the Remarketed Securities in certificated form. In addition, the Remarketing Agents may modify the settlement procedures set forth herein in order to facilitate the settlement process. (i) On the Remarketing Settlement Date, the Remarketing Agents shall retain as a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and the Remarketing Agents and specified in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day of the Initial Remarketing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice aggregate liquidation preference of such postponement to the Remarketing Agents in accordance with this Remarketing AgreementRemarketed Preferred Stock. (k) If fewer than all of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The On or before the 20th Business Day prior to the Initial Remarketing Date (the "Appointment Date"), the Company hereby appoints Citi shall send written notice appointing any of UBS, BAS or JPMorgan as the initial Remarketing Agent, and Citi hereby accepts appointment as exclusive Remarketing Agent, for the purpose of (i) remarketing the Remarketed Securities Senior Notes on behalf of the holders Holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Transaction Documents; provided that if the Company fails to appoint a Remarketing Procedures, all in accordance with and Agent pursuant to this Section 2(a) by the Appointment Date, the Company shall be deemed to have appointed UBS as the Remarketing ProceduresAgent. Each of UBS, BAS and JPMorgan hereby agree that if the Company chooses to appoint it as the Remarketing Agent, it shall, subject to the terms and conditions set forth herein, accept such appointment by the Company as the exclusive Remarketing Agent. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding ________ ___, ___ (the "Initial Remarketing Agents agree (i) to Date"), the Remarketing Agent shall use commercially its reasonable efforts to remarket ("Initial Remarketing") the Remarketed Securities tendered or deemed tendered to Senior Notes, at a price (the "Remarketing Agents in the RemarketingPrice"), (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate, and (ii) equal to carry out such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with the provisions approximately ______% of the Remarketing Proceduressum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the ________ ___, ___ (the "Final Remarketing Date"), the Remarketing Agents Agent shall use their commercially its reasonable efforts to remarket, remarket (the "Final Remarketing") the Remarketed Senior Notes at a price which results in proceeds(the "Final Remarketing Price"), net of based on the Remarketing Agent’s Fee as described in Section 1(j)Reset Rate, equal to at least 100approximately ______% of the Remarketing Value (the “Remarketing Price”), aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes being remarketed in such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least ______% of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price, in the case of an Initial Remarketing _______% of the aggregate principal amount of the Remarketed Senior Notes in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply that the Senior Notes should bear (the "Reset Rate") in order for the Remarketed Senior Notes to all Securities (whether have an aggregate market value equal to the Remarketing Price or not the holders thereof participate Final Remarketing Price, as the case may be, and that in the Remarketing) (sole reasonable discretion of the “Reset Rate”) that Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Senior Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, provided that the Reset Rate may such rate shall not exceed the Reset Cap and may not (i) be less than 0% per annumthe Coupon Rate set forth in the Indenture or (ii) exceed the maximum interest rate permitted by law. (e) IfIn the event of a Failed Remarketing, by 4:00 P.M., New York City time, on or if no Senior Notes are included in Corporate Units and none of the last date Holders of the Separate Senior Notes elect to have Senior Notes remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Senior Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchase, be the remarketing shall be not SuccessfulCoupon Rate set forth in the Indenture. (f) By approximately 4:30 P.M.If, by 4:00 p.m., New York City time, on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall advise by telephone the Depositary, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that and the Company, and return the Remarketed Senior Notes to the Collateral Agent or the Custodial Agent, as the case may be. Whether or not there has been a Failed Remarketing was a Successful Remarketing and of the Reset Rate will be determined in the Remarketingsole reasonable discretion of the Remarketing Agent. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m., New York City time, on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (i) the Depositary, the Purchase Contract Agent and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Senior Notes sold in such Remarketing; (ii) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Senior Notes of the Reset Rate and credited and the number of Remarketed Senior Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (iii) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third business day immediately following the date of such SecuritiesSuccessful Remarketing in same day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers proceeds from a Successful Remarketing (i) with respect to the Senior Notes that are components of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time of the Remarketing, to facilitate the tendering and remarketing of the Remarketed Securities in certificated form. In addition, the Remarketing Agents may modify the settlement procedures set forth herein in order to facilitate the settlement process. (i) On the Remarketing Settlement Date, the Remarketing Agents shall retain as a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and the Remarketing Agents and specified in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day of the Initial Remarketing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents Collateral Agent in accordance with this Remarketing Agreement. (k) If fewer than all Sections 4.07 and 6.03 of the Remarketed Securities are remarketed Pledge Agreement, as the case may be, and Section 5.02 of the Purchase Contract Agreement and (ii) with respect to the Separate Senior Notes, shall be paid to the Custodial Agent for payment to the Holders of such Separate Senior Notes in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing Section 5.02 of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent Agreement and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.Section 6.03

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Morgan Stanley & Co. Incorporated as the initial exclusive Remarketing Agent, xxx, sxxxxxx to the terms and Citi conditions set forth herein, Morgan Stanley & Co. Incorporated hereby accepts appointment as Remarketing AgentRemarxxxxxx Xxxxx, for the purpose of (i) remarketing the Remarketed Securities Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingNotes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding November 16, 2005 (the "INITIAL REMARKETING DATE"), the Remarketing Agents agree (i) to Agent shall use commercially its reasonable efforts to remarket ("INITIAL REMARKETING") the Remarketed Securities tendered or deemed tendered to Notes, at a price (the Remarketing Agents in the Remarketing"REMARKETING PRICE"), (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate, and equal to approximately 100.25% (ii) to carry out such other duties as are assigned to or, if the Remarketing Agents Agent is unable to remarket the Remarketed Notes at such rate, at a rate below 100.25% in the Remarketing Procedures, all in accordance with the provisions discretion of the Remarketing ProceduresAgent, but in no event less than 100%, net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding December 16, 2005 (the "SECOND REMARKETING DATE"), the Remarketing Agents Agent shall use their commercially its reasonable efforts to remarketremarket (the "SECOND REMARKETING") the Remarketed Notes at the Remarketing Price. In the case of a Failed Second Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding January 16, 2006 (the "THIRD REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to remarket (the "THIRD REMARKETING") the Remarketed Notes at the Remarketing Price. In the case of a Failed Third Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the "FINAL REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to remarket (the "FINAL REMARKETING") the Remarketed Notes at a price (the "FINAL REMARKETING PRICE"), based on the Reset Rate, equal to approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Remarketed Notes at such rate, at a price which results rate below 100.25% in proceeds, net the discretion of the Remarketing Agent’s , but in no event less than 100%, net of any Remarketing Fee as described and any other fees and commissions) of the aggregate principal amount of the Remarketed Notes being remarketed in Section 1(j), equal to such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100% (net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price, in the case of a Remarketing Value other than the Final Remarketing, or 100% (net of any Remarketing Fee and any other fees and commissions) of the “Remarketing Price”), aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseNotes in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply that the Notes should bear (the "RESET RATE") in order for the Remarketed Notes to all Securities (whether have an aggregate market value equal to the Remarketing Price or not the holders thereof participate Final Remarketing Price, as the case may be, and that in the Remarketing) (sole reasonable discretion of the “Reset Rate”) that Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, provided that the Reset Rate may such rate shall not exceed the Reset Cap and may not (i) be less than 0% per annumthe Coupon Rate Set forth in the Indenture or (ii) exceed the maximum interest rate permitted by law. (e) IfIn the event of a Failed Remarketing, by 4:00 P.M., New York City time, on or if no Notes are included in Corporate Units and none of the last date holders of the Separate Notes elect to have Notes remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchase, be the remarketing shall be not SuccessfulCoupon Rate set forth in the Indenture. (f) By approximately 4:30 P.M.If, by 4:00 p.m. (New York City time, ) on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall advise by telephone the Depositary, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that and the Company, and return the Remarketed Notes to the Collateral Agent or the Custodial Agent, as the case may be. Whether or not there has been a Failed Remarketing was a Successful Remarketing and of the Reset Rate will be determined in the Remarketingsole reasonable discretion of the Remarketing Agent. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m. (New York City time) on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (1) the Depositary, the Purchase Contract Agent and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Notes sold in such Remarketing; (2) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Notes of the Reset Rate and credited and the number of Remarketed Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (3) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third business day immediately following the date of such SecuritiesSuccessful Remarketing in same day funds against delivery of the Remarketed Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers proceeds from a Successful Remarketing (i) with respect to the Notes that are components of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.06 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Section 7.06 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Notes or Corporate Units to have Remarketed Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Settlement Agent conducts (A) an Initial Remarketing, (B) a Second Remarketing in the event of a Failed Initial Remarketing, (C) a Third Remarketing in the event of a Failed Second Remarketing and (D) a Final Remarketing in the event of a Failed Third Remarketing, each pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be, based on the Reset Rate, and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Remarketed Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketingforegoing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with Notes. Neither the terms hereof, Company nor the Remarketing Agent shall be deemed obligated in any case to have failed as provide funds to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing make payment upon tender of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory AuthorityNotes for Remarketing. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Xxxxxx Brothers Inc. as exclusive remarketing agent (the initial "Remarketing Agent"), and Citi Xxxxxx Brothers Inc. hereby accepts appointment as Remarketing Agent, for the purpose of (i1) remarketing the Remarketing Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing the Reset Rate (as defined below) for the Securities in connection with the Remarketing, thereof and (iii2) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures. (b) The Remarketing Agents agree Agent agrees to (i1) to use commercially reasonable efforts to remarket the Remarketed Securities Senior Notes tendered or deemed tendered to the Remarketing Agents Agent in the Remarketing, (ii2) to establish provide prompt notice of the Reset Rate as set forth in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of the Reset Rate, this Agreement and (ii3) to carry out such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) During On the Initial Remarketingthird Business Day immediately preceding the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agents Agent shall use their commercially reasonable efforts to remarket, at a price which results in proceeds, net of the Remarketing Agent’s Fee as described in Section 1(j), equal to at least 100100.25% of the Remarketing Value (the “Remarketing Price”)aggregate principal amount thereof, the Remarketed Securities Senior Notes tendered or deemed tendered for purchase. (d) If, as a result of the efforts described in Section l(b2(b), the Remarketing Agents determine Agent determines that they it will be able to remarket all Remarketed Securities Senior Notes tendered or deemed tendered for purchase at a price of 100.25% of the Remarketing Price by aggregate principal amount of such Remarketed Senior Notes prior to 4:00 P.M., p.m. (New York City time, ) on any the Remarketing Date (a “Successful Remarketing”)Date, the Remarketing Agents Agent shall in their sole discretion determine the Reset Rate, which shall be the rate per annum, annum (rounded to the nearest one-thousandth (0.001) of one percentpercent per annum) that the Remarketing Agent determines, which will apply in its sole judgment, to all Securities (whether or not be the holders thereof participate in the Remarketing) (the “Reset Rate”) lowest rate per annum that will enable it to remarket all Remarketed Securities Senior Notes tendered or deemed tendered for Remarketing; provided, however, that Remarketing at the Reset Rate may not exceed the Reset Cap and may not be less than 0% per annumaforementioned purchase price. (e) Upon receipt of the proceeds from the Remarketing, the Remarketing Agent shall: (1) remit to the Collateral Agent the portion of the proceeds from the Remarketing of the Remarketed Senior Notes subject to the Pledge Agreement equal to 100% of the Principal Amount of such Remarketed Senior Notes; (2) remit to the Holders of Remarketed Senior Notes not subject to the Pledge Agreement the portion of the proceeds from the Remarketing equal to 100% of the Principal Amount of such Remarketed Senior Notes, and (3) retain an amount equal to .25% of the Principal Amount for the performance of its services as Remarketing Agent hereunder. (f) If none of the holders of Remarketed Senior Notes elects, or is deemed to have elected, to have Remarketed Senior Notes remarketed in the Remarketing, the Remarketing Agent shall, in its sole discretion after consultation with the Company, determine the rate that would have been established had a Remarketing been held on the Remarketing Date, and such rate shall be the Reset Rate. By approximately 4:30 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall advise by telephone (promptly confirmed in writing) the Depositary, the Indenture Trustee and the Company of such Reset Rate. (g) If, by 4:00 P.M., p.m. (New York City time, ) on the last date in the Initial RemarketingRemarketing Date, the Remarketing Agents are Agent is unable to remarket all Remarketed Securities Senior Notes tendered or deemed tendered for purchase, the remarketing a failed Remarketing ("Failed Remarketing") shall be not Successful. deemed to have occurred, and the Remarketing Agent shall so advise by telephone (fpromptly confirmed in writing) By the Depositary, the Purchase Contract Agent, the Indenture Trustee and the Company. In the event of a Failed Remarketing, the Reset Rate shall be equal to the Two-Year Benchmark Rate plus the Applicable Spread and, by approximately 4:30 P.M., p.m. (New York City time, ) on the applicable Remarketing Date, the Remarketing Agents Agent shall notify advise by telephone (promptly confirmed in writing) the SponsorDepositary, the Institutional Trustee (if applicable), the Indenture Trustee and the Stock Purchase Contract Agent Company of such Reset Rate. (h) Provided that there has not been a Failed Remarketing, by approximately 4:30 p.m. (New York City time), on the Remarketing was a Successful Date, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing in the case of clause (1)): (1) the Depositary, the Indenture Trustee and the Company of the Reset Rate determined in the Remarketing. (g) In accordance with Remarketing and the Depositary’s normal procedures, on the Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and number of Remarketed Senior Notes sold in the Remarketing shall be executed through Remarketing; (2) each purchaser (or the Depositary, Clearing Agency Participant thereof) of Remarketed Senior Notes of the Reset Rate and the accounts number of the respective Depositary participants shall be debited and credited and Remarketed Senior Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales of such Securities.purchase; and (h3) On each purchaser to give instructions to its Clearing Agency Participant to pay the Remarketing purchase price on the Purchase Contract Settlement Date, the tender and settlement procedures set forth Date in this Section 1, including provisions for payment by purchasers immediately available funds against delivery of the Remarketed Securities in Senior Notes purchased through the Remarketing, shall be subject to modification to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time facilities of the Remarketing, to facilitate the tendering and remarketing of the Remarketed Securities in certificated form. In addition, the Remarketing Agents may modify the settlement procedures set forth herein in order to facilitate the settlement processDepositary. (i) On the Remarketing Settlement Date, the Remarketing Agents shall retain as a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and the Remarketing Agents and specified in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day of the Initial Remarketing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi the Remarketing Agents as the initial exclusive remarketing agents with respect to the Initial Remarketing Agentand Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated as Representative of the Remarketing Agents. Mxxxxx Sxxxxxx & Co. Incorporated appoints the Representative to act on its behalf under this Agreement. The Representative, on behalf of the Remarketing Agents, and Citi subject to the terms and conditions set forth herein, hereby accepts such appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The On August 11, 2006 (the “Initial Remarketing Agents agree (i) to use commercially reasonable efforts to remarket the Remarketed Securities tendered or deemed tendered to the Remarketing Agents in the RemarketingDate”), (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly each of the Reset Rate, and (ii) to carry out such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) During the Initial Remarketing, the Remarketing Agents shall use their commercially its reasonable efforts to remarketremarket (“Initial Remarketing”) the Remarketed Senior Notes, at a price which results in proceeds, net of the Remarketing Agent’s Fee as described in Section 1(j), equal to at least 100% of the Remarketing Value (the “Remarketing Price”), based on the Reset Rate, equal to approximately 100.50% (or, if the Remarketing Agents are unable to remarket the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes at such price, at a price below 100.50% in the discretion of the Representative, but in no event less than 100%, net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (dc) If, as a result of the efforts described in Section l(b), the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at the Remarketing Price by 4:00 P.M., New York City time, on any Remarketing Date (a “Successful Remarketing”), the The Remarketing Agents shall determine, in their sole discretion determine consultation with the Company, the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply to all Securities (whether or not that the holders thereof participate in the Remarketing) Senior Notes should bear (the “Reset Rate”) that in order for the Senior Notes of the Corporate Unit holders to have an aggregate market value equal to the Remarketing Price and that, in the sole reasonable discretion of the Remarketing Agents, will enable it the Remarketing Agents to remarket all of the Remarketed Securities tendered or deemed tendered for Senior Notes at the Remarketing Price in such Remarketing; provided, however, provided that the Reset Rate may such rate shall not exceed the Reset Cap and may not be less than 0% per annummaximum interest rate permitted by law. (ed) If, by 4:00 P.M., p.m. (New York City time, ) on the last date in the Initial RemarketingRemarketing Date, the Remarketing Agents are unable to remarket all of the Remarketed Securities tendered or Senior Notes at the Remarketing Price pursuant to the terms and conditions hereof, a failed remarketing (“Failed Remarketing”) shall be deemed tendered for purchaseto have occurred, and the Representative shall advise, by telephone, the remarketing shall Depositary, the Purchase Contract Agent and the Company, and return the Remarketed Senior Notes to the Collateral Agent or the Custodial Agent, as the case may be. Whether or not there has been a Failed Remarketing will be not Successfuldetermined in the sole reasonable discretion of the Representative. (fe) By In the event of a Successful Remarketing, by approximately 4:30 P.M., p.m. (New York City time, ) on the applicable Initial Remarketing Date, the Remarketing Agents Representative shall notify advise, by telephone: (i) the SponsorDepositary, the Institutional Trustee (if applicable)Purchase Contract Agent, the Indenture Trustee and the Stock Purchase Contract Agent that the Remarketing was a Successful Remarketing and Company of the Reset Rate determined by the Remarketing Agents in such Remarketing and the aggregate principal amount of Remarketed Senior Notes sold in such Remarketing.; (gii) In accordance with each purchaser (or the Depositary’s normal procedures, Depositary Participant thereof) of Remarketed Senior Notes of the Reset Rate and the aggregate principal amount of Remarketed Senior Notes such purchaser is to purchase; and (iii) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the Remarketing Settlement Date, in same day funds against delivery of the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing shall be executed Remarketed Senior Notes purchased through the Depositary, and the accounts facilities of the respective Depositary participants shall be debited and credited and such Securities delivered by book-entry as necessary to effect purchases and sales of such SecuritiesDepositary. (hf) On If the Company purchases any Remarketed Senior Notes in the Initial Remarketing, the Company agrees to pay to the Representative, on behalf of the several Remarketing Agents, the purchase price for such Remarketed Senior Notes on the Remarketing Settlement Date, in same day funds, against delivery of Remarketed Senior Notes so purchased. (g) After deducting any fees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1proceeds from a Successful Remarketing, including provisions for payment by purchasers (i) with respect to the Senior Notes that are components of the Remarketed Securities Corporate Units, shall be paid to the Collateral Agent in accordance with Section 7.06 of the Pledge Agreement and Section 5.02(a)(i) of the Purchase Contract Agreement and (ii) with respect to any Separate Senior Notes included in the Remarketing, shall be paid to the Custodial Agent for payment to the holders of such Separate Senior Notes in accordance with Section 5.02(a)(i) of the Purchase Contract Agreement and Section 5.07(c) and Section 7.06 of the Pledge Agreement. (h) The right of each holder of Separate Senior Notes or Corporate Units to have Remarketed Senior Notes remarketed and sold on the Initial Remarketing Date shall be subject to modification to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time of the Remarketing, to facilitate the tendering and remarketing of the Remarketed Securities in certificated form. In addition, conditions that (i) the Remarketing Agents may modify are able to find a purchaser or purchasers for Remarketed Senior Notes at the settlement procedures set forth herein Remarketing Price based on the Reset Rate, (ii) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agents as and when required and (iii) the Remarketing is settled in order to facilitate the settlement processaccordance with this Agreement. (i) On the Remarketing Settlement Date, It is understood and agreed that the Remarketing Agents shall retain as a remarketing fee an amount not have any obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Remarketed Senior Notes for Remarketing or to otherwise expend or risk its or their own funds or incur or to be as agreed among exposed to financial liability in the Sponsorperformance of its or their duties under this Agreement. Subject to Section 2(f) above, neither the Trust (if applicable) and Company nor the Remarketing Agents and specified shall be obligated in the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant case to this Remarketing Agreement will not otherwise be responsible for the provide funds to make payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day of the Initial Remarketing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all upon tender of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed SecuritiesSenior Notes for Remarketing. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Banc of America as the initial exclusive Remarketing Agent, and, subject to the terms and Citi conditions set forth herein, Banc of America hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing Remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding August 15, 2006 (the “Initial Remarketing Agents agree (i) to Date”), the Remarketing Agent shall use commercially reasonable efforts to remarket the Remarketed Securities tendered or deemed tendered to the Remarketing Agents in the Remarketing, (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate) (the “Initial Remarketing”) the Remarketed Senior Notes, and at a price (iithe “Remarketing Price”) equal to carry out such other duties as are assigned to approximately 100.25% (or, if the Remarketing Agents Agent is unable to remarket the Remarketed Senior Notes at such a rate, at a rate below 100.25% in the Remarketing Procedures, all in accordance with the provisions discretion of the Remarketing ProceduresAgent, but in no event less than 100.00%) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the “Final Remarketing Date”), the Remarketing Agents Agent shall use their its commercially reasonable efforts to remarketremarket (based on the Reset Rate) (the “Final Remarketing”) the Remarketed Senior Notes at a price (the “Final Remarketing Price”) equal to approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such a rate, at a price which results rate below 100.25% in proceeds, net the discretion of the Remarketing Agent’s Fee as described , but in Section 1(j), equal to no event less than 100.00%)of the aggregate principal amount of the Remarketed Senior Notes being remarketed in such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100% of the Remarketing Value (sum of the “Remarketing Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price”); in the case of the Initial Remarketing, and at least 100% of the aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes, in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply to all Securities (whether or not that the holders thereof participate in the Remarketing) Senior Notes should bear (the “Reset Rate”) in order for the Remarketed Senior Notes to have an aggregate market value equal to the Remarketing Price or the Final Remarketing Price, as the case may be, and that in the sole reasonable discretion of the Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Senior Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, that the Reset Rate may not exceed the Reset Cap and may not be less than 0% per annum. (e) IfIn the event of a Failed Remarketing or if no Senior Notes are included in Corporate Units, by 4:00 P.M., New York City time, on and if none of the last date holders of the Separate Senior Notes elect to have Senior Notes be remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Senior Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchasebe the Coupon Rate set forth in the Indenture, the remarketing shall be not Successfulas supplemented from time to time. (f) By approximately 4:30 P.M.If, by 4:00 p.m. (New York City time, ) on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall so advise, by telephone, the Institutional Trustee (if applicable)Depositary, the Trustee and the Stock Purchase Contract Agent that and the Company. Whether or not there has been a Failed Remarketing was a Successful Remarketing and of the Reset Rate will be determined in the sole reasonable discretion of the Remarketing Agent. Promptly following any Failed Remarketing, the Remarketing Agent shall return Separate Senior Notes submitted for remarketing, if any, to the Custodial Agent for distribution to the appropriate Holders. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m. (New York City time) on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (i) the Depositary, the Purchase Contract Agent and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Senior Notes sold in such Remarketing; (ii) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Senior Notes of the Reset Rate and credited and the number of Remarketed Senior Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (iii) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third Business Day immediately following the date of such SecuritiesSuccessful Remarketing in same-day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers proceeds from a Successful Remarketing (i) with respect to the Senior Notes that are components of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.03 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Senior Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Senior Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Sections 5.07 and 7.03 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Senior Notes or Corporate Units to have Remarketed Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Settlement Agent conducts a Remarketing pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Senior Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be, based on the Reset Rate, and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketingforegoing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been curedSenior Notes. The Company will promptly cause shall similarly not be obligated in any case to provide funds to make payment upon tender of the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and eventsSenior Notes for Remarketing.

Appointment and Obligations of the Remarketing Agent. (a) The On or before the 20th Business Day prior to the Initial Remarketing Date (the "APPOINTMENT DATE"), the Company hereby appoints Citi shall send written notice appointing any of Citigroup, Xxxxxxx Sachs or Xxxxxxx Xxxxx as the initial exclusive Remarketing Agent, subject to the terms and Citi hereby accepts appointment as Remarketing Agentconditions set forth herein, for the purpose of (i) remarketing Remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Transaction Documents. Each of Citigroup, Xxxxxxx Sachs and Xxxxxxx Xxxxx hereby agree that if the Company chooses to appoint it as the Remarketing ProceduresAgent, all in accordance with and pursuant it shall, subject to the terms and conditions set forth herein, accept such appointment by the Company as the exclusive Remarketing ProceduresAgent. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding May 16, 2006 (the "INITIAL REMARKETING DATE"), the Remarketing Agents agree (i) to Agent shall use commercially its reasonable efforts to remarket ("INITIAL REMARKETING") the Remarketed Securities tendered or deemed tendered to Senior Notes, at a price (the Remarketing Agents in the Remarketing"REMARKETING PRICE"), (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate, and equal to approximately (iibut not less than) to carry out such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with the provisions 100.50% of the Remarketing Proceduressum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding June 16, 2006 (the "SECOND REMARKETING DATE"), the Remarketing Agents Agent shall use their commercially its reasonable efforts to remarketremarket (the "SECOND REMARKETING") the Remarketed Senior Notes at the Remarketing Price. In the case of a Failed Second Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding July 16, 2006 (the "THIRD REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to remarket (the "THIRD REMARKETING") the Remarketed Senior Notes at the Remarketing Price. In the case of a Failed Third Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the "FINAL REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to remarket (the "FINAL REMARKETING") the Remarketed Senior Notes at a price (the "FINAL REMARKETING PRICE"), based on the Reset Rate, equal to approximately 100.50% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such rate, at a price which results rate below 100.50%, but in proceedsno event less than 100%, net of the Remarketing Agent’s Fee as described Fee) of the aggregate principal amount of the Remarketed Senior Notes being remarketed in Section 1(j)such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date, equal to other than the Final Remarketing Date, will be considered successful and no further attempts will be made if the resulting proceeds are at least 100.25% (net of the Remarketing Fee) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. It is further understood and agreed that the Final Remarketing will be considered successful if the resulting proceeds are at least 100% (net of the Remarketing Value (Fee) of the “Remarketing Price”), aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply that the Senior Notes should bear (the "RESET RATE") in order for the Remarketed Senior Notes to all Securities (whether have an aggregate market value equal to the Remarketing Price or not the holders thereof participate Final Remarketing Price, as the case may be, and that in the Remarketing) (sole reasonable discretion of the “Reset Rate”) that Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Senior Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, provided that the Reset Rate may such rate shall not exceed the Reset Cap and may not be less than 0% per annummaximum interest rate permitted by law. (e) IfIn the event of a Failed Remarketing or if no Senior Notes are included in Corporate Units, by 4:00 P.M., New York City time, on and if none of the last date holders of the Separate Senior Notes elect to have Senior Notes be remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Senior Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchasebe the Coupon Rate set forth in the Indenture, the remarketing shall be not Successfulas supplemented from time to time. (f) By approximately 4:30 P.M.If, by 4:00 p.m. (New York City time, ) on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall advise, by telephone the Depositary, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that and the Company, and return the Remarketed Senior Notes to the Collateral Agent or the Custodial Agent, as the case may be. Whether or not there has been a Failed Remarketing was a Successful Remarketing and of the Reset Rate will be determined in the Remarketingsole reasonable discretion of the Remarketing Agent. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m. (New York City time) on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (1) the Depositary, the Purchase Contract Agent and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Senior Notes sold in such Remarketing; (2) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Senior Notes of the Reset Rate and credited and the number of Remarketed Senior Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (3) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third business day immediately following the date of such SecuritiesSuccessful Remarketing in same day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers proceeds from a Successful Remarketing (i) with respect to the Senior Notes that are components of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.03 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Senior Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Senior Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Section 7.03 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Senior Notes or Corporate Units to have Remarketed Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Settlement Agent conducts an (A) Initial Remarketing, (B) a Second Remarketing in the event of a Failed Initial Remarketing, (C) a Third Remarketing in the event of a Failed Second Remarketing and (D) a Final Remarketing in the event of a Failed Third Remarketing, each pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Senior Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be, based on the Reset Rate, and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Remarketed Senior Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketingforegoing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with Senior Notes. Neither the terms hereof, Company nor the Remarketing Agent shall be deemed obligated in any case to have failed as provide funds to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing make payment upon tender of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory AuthoritySenior Notes for Remarketing. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi Goldman, Sachs & Co. as the initial exclusive Remarketing Agent, and, suxxxxx xo xxx xerms and Citi conditions set forth herein, Goldman, Sachs & Co. hereby accepts appointment as Remarketing AgentAxxxx, for xor the purpose of (i) remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding May 16, 2006 (the "INITIAL REMARKETING DATE"), the Remarketing Agents agree (i) to Agent shall use commercially its reasonable efforts to remarket ("INITIAL REMARKETING") the Remarketed Securities tendered or deemed tendered to Senior Notes, at a price (the Remarketing Agents in the Remarketing"REMARKETING PRICE"), (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of based on the Reset Rate, and equal to approximately 100.50% (ii) to carry out such other duties as are assigned to or, if the Remarketing Agents Agent is unable to remarket the Remarketed Senior Notes at such rate, at a rate below 100.50% in the Remarketing Procedures, all in accordance with the provisions discretion of the Remarketing ProceduresAgent, but in no event less than 100.25%, net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (c) During In the case of a Failed Initial RemarketingRemarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding June 16, 2006 (the "SECOND REMARKETING DATE"), the Remarketing Agents Agent shall use their commercially its reasonable efforts to remarketremarket (the "SECOND REMARKETING") the Remarketed Senior Notes at the Remarketing Price. In the case of a Failed Second Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding July 16, 2006 (the "THIRD REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to remarket (the "THIRD REMARKETING") the Remarketed Senior Notes at the Remarketing Price. In the case of a Failed Third Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the "FINAL REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to remarket (the "FINAL REMARKETING") the Remarketed Senior Notes at a price (the "FINAL REMARKETING PRICE"), based on the Reset Rate, equal to approximately 100.50% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such rate, at a price which results rate below 100.50% in proceeds, net the discretion of the Remarketing Agent’s , but in no event less than 100.25%, net of any Remarketing Fee as described and any other fees and commissions) of the aggregate principal amount of the Remarketed Senior Notes being remarketed in Section 1(j), equal to such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100100.25% (net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price, in the case of a Remarketing Value other than the Final Remarketing, or 100.25% (net of any Remarketing Fee and any other fees and commissions) of the “Remarketing Price”), aggregate principal amount of the Remarketed Securities tendered or deemed tendered for purchaseSenior Notes in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply that the Senior Notes should bear (the "RESET RATE") in order for the Senior Notes of the Normal Unit holders to all Securities (whether have an aggregate market value equal to the Remarketing Price or not the holders thereof participate Final Remarketing Price, as the case may be, and that in the Remarketing) (sole reasonable discretion of the “Reset Rate”) that Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Senior Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, provided that the Reset Rate may such rate shall not exceed the Reset Cap and may not be less than 0% per annummaximum interest rate permitted by law. (e) IfIn the event of a Failed Remarketing or if no Senior Notes are included in Normal Units, by 4:00 P.M., New York City time, on and if none of the last date holders of the Separate Senior Notes elect to have Senior Notes be remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Senior Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchase, be the remarketing shall be not SuccessfulCoupon Rate set forth in the Indenture as supplemented from time to time. (f) By approximately 4:30 P.M.If, by 4:00 p.m. (New York City time, ) on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall advise, by telephone, the Institutional Trustee (if applicable)Depositary, the Trustee and the Stock Purchase Contract Agent that and the Company, and return the Remarketed Senior Notes to the Collateral Agent or the Custodial Agent, as the case may be. Whether or not there has been a Failed Remarketing was a Successful Remarketing and of the Reset Rate will be determined in the Remarketingsole reasonable discretion of the Remarketing Agent. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m. (New York City time) on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (i) the Depositary, the Purchase Contract Agent, the Indenture Trustee and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Senior Notes sold in such Remarketing; (ii) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Senior Notes of the Reset Rate and credited and the number of Remarketed Senior Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (iii) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third business day immediately following the date of such SecuritiesSuccessful Remarketing in same day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the tender and settlement procedures set forth proceeds from a Successful Remarketing (i) with respect to the Pledged Senior Notes underlying the Applicable Ownership Interests in this Section 1, including provisions for payment by purchasers Senior Notes that are components of the Remarketed Securities in the RemarketingNormal Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.06 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Senior Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Senior Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Section 7.06 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Senior Notes or Normal Units to have Remarketed Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Settlement Agent conducts an (A) Initial Remarketing, (B) a Second Remarketing in the event of a Failed Initial Remarketing, (C) a Third Remarketing in the event of a Failed Second Remarketing and (D) a Final Remarketing in the event of a Failed Third Remarketing, each pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Senior Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be, based on the Reset Rate, and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Remarketed Senior Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketingforegoing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with Senior Notes. Neither the terms hereof, Company nor the Remarketing Agent shall be deemed obligated in any case to have failed as provide funds to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing make payment upon tender of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory AuthoritySenior Notes for Remarketing. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been cured. The Company will promptly cause the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and events.

Appointment and Obligations of the Remarketing Agent. (a) The On or before the 20/th/ Business Day prior to the Initial Remarketing Date (the “Appointment Date”), the Company hereby appoints Citi shall send written notice appointing any of Banc of America, CSFB or UBS as the initial exclusive Remarketing Agent, and Citi hereby accepts appointment as Remarketing Agent, Agent for the purpose of (i) remarketing Remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Transaction Documents; provided that if the Company fails to appoint a Remarketing Procedures, all in accordance with and Agent pursuant to this Section 2(a) by the Appointment Date, the Company shall be deemed to have appointed Banc of America as the Remarketing ProceduresAgent. Each of Banc of America, CSFB and UBS hereby agree that if the Company chooses to appoint it as the Remarketing Agent, it shall, subject to the terms and conditions set forth herein, accept such appointment by the Company as the exclusive Remarketing Agent. (b) The Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding November 16, 2005 (the “Initial Remarketing Agents agree (i) to Date”), the Remarketing Agent shall use commercially its reasonable efforts to remarket (“Initial Remarketing”) the Remarketed Securities tendered or deemed tendered to the Remarketing Agents in the Remarketing, (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of the Reset Rate, and (ii) to carry out such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) During the Initial Remarketing, the Remarketing Agents shall use their commercially reasonable efforts to remarketSenior Notes, at a price which results in proceeds, net of the Remarketing Agent’s Fee as described in Section 1(j), equal to at least 100% of the Remarketing Value (the “Remarketing Price”), based on the Reset Rate, equal to approximately 100.25% of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price. (c) In the case of a Failed Initial Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the “Final Remarketing Date”), the Remarketing Agent shall use its reasonable efforts to remarket (the “Final Remarketing”) the Remarketed Securities tendered Senior Notes at a price (the “Final Remarketing Price”), based on the Reset Rate, equal to approximately 100.25% of the aggregate principal amount of the Remarketed Senior Notes being remarketed in such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100.25% of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price, in the case of the Initial Remarketing, or deemed tendered for purchase100.25% of the aggregate principal amount of the Remarketed Senior Notes in the case of the Final Remarketing. (d) If, as a result of the efforts described in Section l(b)In connection with each Remarketing, the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at Agent shall determine, in consultation with the Remarketing Price by 4:00 P.M.Company, New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percentpercent per annum, which will apply to all Securities (whether or not that the holders thereof participate in the Remarketing) Senior Notes should bear (the “Reset Rate”) in order for the Remarketed Senior Notes to have an aggregate market value equal to the Remarketing Price or the Final Remarketing Price, as the case may be, and that in the sole reasonable discretion of the Remarketing Agent will enable it to remarket all of the Remarketed Securities tendered Senior Notes at the Remarketing Price or deemed tendered for Final Remarketing Price, as the case may be, in such Remarketing; provided, however, provided that the Reset Rate may such rate shall not exceed the Reset Cap and may not be less than 0% per annummaximum interest rate permitted by law. (e) IfIn the event of a Failed Remarketing or if no Senior Notes are included in Corporate Units, by 4:00 P.M., New York City time, on and none of the last date holders of the Separate Senior Notes elect to have Senior Notes be remarketed in the Initial such Remarketing, the Remarketing Agents are unable applicable interest rate on the Senior Notes will not be reset and will continue to remarket all Remarketed Securities tendered or deemed tendered for purchasebe the Coupon Rate set forth in the Indenture, the remarketing shall be not Successfulas supplemented from time to time. (f) By approximately 4:30 P.M.If, by 4:00 p.m. (New York City time, ) on the applicable Remarketing Date, the Remarketing Agents Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall notify be deemed to have occurred, and the SponsorRemarketing Agent shall so advise, by telephone the Depositary, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that and the Company. Whether or not there has been a Failed Remarketing was a Successful Remarketing and of the Reset Rate will be determined in the sole reasonable discretion of the Remarketing Agent. Promptly following any Failed Remarketing, the Remarketing Agent shall return Separate Senior Notes submitted for remarketing, if any, to the Custodial Agent for distribution to the appropriate Holders. (g) In accordance with the Depositary’s normal proceduresevent of a Successful Remarketing, by approximately 4:30 p.m. (New York City time) on the applicable Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing Agent shall be executed through advise, by telephone: (i) the Depositary, the Purchase Contract Agent and the accounts Company of the respective Reset Rate determined by the Remarketing Agent in such Remarketing and the number of Remarketed Senior Notes sold in such Remarketing; (ii) each purchaser (or the Depositary participants shall be debited Participant thereof) of Remarketed Senior Notes of the Reset Rate and credited and the number of Remarketed Senior Notes such Securities delivered by book-entry as necessary purchaser is to effect purchases and sales purchase; and (iii) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the third business day immediately following the date of such SecuritiesSuccessful Remarketing in same day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depositary. The Remarketing Agent shall also, if required by the Securities Act or the rules and regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the Remarketing. (h) On the Remarketing Settlement DateAfter deducting any fees specified in Section 4 below, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers proceeds from a Successful Remarketing (i) with respect to the Senior Notes that are components of the Remarketed Securities in the RemarketingCorporate Units, shall be subject to modification paid to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time Collateral Agent in accordance with Sections 5.07 and 7.03 of the RemarketingPledge Agreement, to facilitate as the tendering case may be, and remarketing Section 5.02 of the Remarketed Securities Purchase Contract Agreement and (ii) with respect to the Separate Senior Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Senior Notes in certificated form. In addition, accordance with Section 5.02 of the Remarketing Agents may modify Purchase Contract Agreement and Sections 5.07 and 7.03 of the settlement procedures set forth herein in order to facilitate the settlement processPledge Agreement. (i) On The right of each holder of Separate Senior Notes or Corporate Units to have Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Settlement Agent conducts an Initial Remarketing pursuant to the terms of this Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agents shall retain as Agent is able to find a remarketing fee an amount to be as agreed among the Sponsor, the Trust (if applicable) and purchaser or purchasers for Remarketed Senior Notes at the Remarketing Agents Price or the Final Remarketing Price, as the case may be and specified in (iv) such purchaser or purchasers deliver the Pricing Agreement (the “Remarketing Agent’s Fee”) and shall remit any proceeds remaining after such deduction as provided for in purchase price therefor to the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any remarketing fee in connection therewithAgent as and when required. (j) On It is understood and agreed that the Remarketing Agent shall not have any day during obligation whatsoever to purchase any Remarketed Senior Notes, whether in the Initial Remarketing other than or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Senior Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the last day performance of its duties under this Agreement, and without limitation of the Initial Remarketingforegoing, the Sponsor may, in its absolute discretion (and without prior notice being given to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all Agent shall not be deemed an underwriter of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties of the Remarketing Agents under this Remarketing Agreement shall be suspended until such default or event has been curedSenior Notes. The Company will promptly cause shall similarly not be obligated in any case to provide funds to make payment upon tender of the Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents notice of all such defaults and eventsSenior Notes for Remarketing.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Citi the Remarketing Agent as the initial exclusive Remarketing Agent, and Citi hereby accepts appointment as Agent with respect to the Remarketing Agent, for the purpose of (i) remarketing Remarketing the Remarketed Securities Senior Notes on behalf of the holders thereof, (ii) establishing determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract and Pledge Agreement and the Indenture, the Reset Rate (as defined below) for the Securities in connection with the RemarketingSenior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agents Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing ProceduresTransaction Documents. (b) The Pursuant to this Agreement, the Remarketing Agents agree Agent agrees, unless a Tax Event Redemption has occurred prior to such date and subject to the terms and conditions set forth herein, to use its reasonable efforts to remarket, (i) to use commercially reasonable efforts to remarket on each Remarketing Date during the Remarketed Securities tendered or deemed tendered to Three-Day Remarketing Period selected by the Company, if any, during the Period for Early Remarketing Agents in the Remarketing, (ii) to establish the Reset Rate in accordance with the Remarketing Procedures and to notify the Sponsor, the Institutional Trustee, the Trustee and the Stock Purchase Contract Agent promptly of the Reset Rate, and (ii) to carry out such other duties as are assigned on each Remarketing Date during the Final Three-Day Remarketing Period if no Successful Remarketing has occurred prior to the Final Three-Day Remarketing Agents Period, in the Remarketing Procedureseach case, all in accordance with the provisions of the Senior Notes and the Indenture, until the Senior Notes have been successfully remarketed on a Remarketing Procedures. (c) During the Initial RemarketingDate, the Collateral Agent or the Custodial Agent shall have notified the Remarketing Agents shall use their commercially reasonable efforts Agent that the Senior Notes have been tendered for, or otherwise are to remarketbe included in, the Remarketing, at a price which results in proceeds, net per $1,000 principal amount of the Remarketing Agent’s Fee as described in Section 1(j), equal to at least 100% of the Remarketing Value (the “Remarketing Price”), the Remarketed Securities tendered or deemed tendered for purchase. (d) If, as a result of the efforts described in Section l(b), the Remarketing Agents determine that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at the Remarketing Price by 4:00 P.M., New York City time, on any Remarketing Date (a “Successful Remarketing”), the Remarketing Agents shall in their sole discretion determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent, which will apply to all Securities (whether or not the holders thereof participate in the Remarketing) (the “Reset Rate”) that will enable it to remarket all Remarketed Securities tendered or deemed tendered for Remarketing; provided, however, Senior Notes such that the Reset Rate may not exceed the Reset Cap and may not be less than 0% per annum. (e) If, by 4:00 P.M., New York City time, on the last date in the Initial Remarketing, the Remarketing Agents aggregate price at which such Senior Notes are unable to remarket all Remarketed Securities tendered or deemed tendered for purchase, the remarketing shall be not Successful. (f) By being remarketed will equal approximately 4:30 P.M., New York City time, on the applicable Remarketing Date, the Remarketing Agents shall notify the Sponsor, the Institutional Trustee (if applicable), the Trustee and the Stock Purchase Contract Agent that the Remarketing was a Successful Remarketing and of the Reset Rate determined in the Remarketing. (g) In accordance with the Depositary’s normal procedures, on the Remarketing Settlement Date, the transactions described above with respect to each Security tendered or deemed tendered for purchase and sold in the Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary participants shall be debited and credited and such Securities delivered by book-entry as necessary to effect purchases and sales of such Securities. (h) On the Remarketing Settlement Date, the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers of the Remarketed Securities in the Remarketing, shall be subject to modification to the extent required by the Depositary or, if the book-entry system is no longer available for the Remarketed Securities at the time of the Remarketing, to facilitate the tendering and remarketing of the Remarketed Securities in certificated form. In addition, the Remarketing Agents may modify the settlement procedures set forth herein in order to facilitate the settlement process. (i) On if the Remarketing related Reset Date is not the Purchase Contract Settlement Date, the Remarketing Agents shall retain as a remarketing fee an amount to be as agreed among Price, or (ii) if the Sponsorrelated Reset Date is the Purchase Contract Settlement Date, the Trust (if applicable) and Contract Settlement Price. Notwithstanding the preceding sentence, the Remarketing Agents and specified in Agent shall not remarket any Senior Notes for a price less than the Pricing Agreement price (the “Remarketing Agent’s FeeMinimum Price”) and shall remit any proceeds remaining after such deduction as provided for in the Remarketing Procedures. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible necessary for the payment of any remarketing fee in connection therewith. (j) On any day during the Initial Remarketing other than the last day aggregate principal amount of the Initial RemarketingSenior Notes being remarketed to have an aggregate price (i) if the proposed Reset Date is not the Purchase Contract Settlement Date, the Sponsor may, in its absolute discretion (and without prior notice being given equal to holders of Securities or the DECS), postpone the Remarketing until the following Business Day by giving notice of such postponement to the Remarketing Agents in accordance with this Remarketing Agreement. (k) If fewer than all 100% of the Remarketed Securities are remarketed in accordance with the terms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (l) The Remarketing Agents hereby agree in connection with the remarketing of the Remarketed Securities to comply with the requirements set forth in any applicable sections of Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. (m) If at any time during the term of this Remarketing Agreement, any Event of Default (as defined in the Indenture) or event that with the passage of time or the giving of notice or both would become such an Event of Default has occurred and is continuing under the Indenture, then the obligations and duties sum of the Remarketing Agents under this Remarketing Agreement shall be suspended until Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price, or (ii) if the proposed Reset Date is the Purchase Contract Settlement Date, equal to 100% of the aggregate principal amount of such default or event has been curedRemarketed Senior Notes. The Company will promptly cause the Trustee, the Stock Purchase Contract Remarketing Agent and the Collateral Agent shall not be obligated to give remarket any Senior Notes if a condition precedent set forth herein or in this Agreement to such Remarketing is not fulfilled or if the Remarketing Agents notice of all such defaults and eventsSenior Notes would violate applicable law.