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 Morgxx Xxxnxxx & Xo. Incorporated as exclusive remarketing agent (the "Remarketing Agent"), and Morgxx Xxxnxxx & Xo. Incorporated hereby (1) accepts appointment as Remarketing Agent, for the purpose of (a) Remarketing Remarketed Trust Preferred Securities on behalf of the holders thereof and (b) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures, and (2) accepts and will perform all obligations of the Remarketing Agent set forth in the Amended Declaration, the Pledge Agreement and the Purchase Contract Agreement. (b) The Remarketing Agent agrees to (1) use reasonable efforts to remarket the Remarketed Trust Preferred Securities tendered or deemed tendered to the Remarketing Agent in the Remarketing, (2) notify the Company, the Depositary and the Indenture Trustee promptly of the Reset Rate and (3) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the third Business Day immediately preceding the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agent shall use reasonable efforts to remarket the Trust Preferred Securities tendered or deemed tendered for purchase at a price equal to 100.50% of the aggregate stated liquidation amount thereof. (d) If, as a result of the efforts described in 2(c), the Remarketing Agent has determined that it will be able to remarket all of the Preferred Securities tendered or deemed tendered for purchase at a price of 100.50% of the aggregate stated liquidation amount of such Preferred Securities, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum), sufficient to cause the then-current aggregate market value of the Preferred Securities to be equal to 100.50% of the aggregate stated liquidation amount of such Preferred Securities, that the Remarketing Agent determines, in its sole reasonable judgment, to be the lowest rate per annum that will enable it to remarket all of the Preferred Securities tendered or deemed tendered for Remarketing. (e) If none of the Holders of the Preferred Securities or the holders of the PEPS Units elect to have Preferred Securities remarketed in the Remarketing, the Reset Rate shall be the rate determined by the Remarketing Agent, in its sole reasonable discretion, as the rate that would have been established had a Remarketing been held on the Remarketing Date. (f) Upon receipt of the proceeds from the Remarketing, the Remarketing Agent shall: (1) retain $0.125 per Remarketed Trust Preferred Security as a remarketing fee for the performance of its services as Remarketing Agent hereunder; and (2) remit to the Collateral Agent all other proceeds of the Remarketed Trust Preferred Securities subject to the Pledge Agreement. (g) If, by 4:00 p.m., New York City time, on the Remarketing Date, the Remarketing Agent is unable to remarket all of the Trust Preferred Securities tendered or deemed tendered for purchase pursuant to the terms and conditions hereof, a Failed Remarketing shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the Depositary, the Property Trustee, the Trust 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. (h) By approximately 4:30 p.m., New York City time, on the Remarketing Date (provided there has not been a Failed Remarketing), the Remarketing Agent shall advise, by telephone: (1) the Depositary, the Property Trustee, the Indenture Trustee, the Trust and the Company of the Reset Rate determined in the Remarketing and the number of Remarketed Trust Preferred Securities sold in the Remarketing; (2) each purchaser (or the Depositary Participant thereof) of Remarketed Trust Preferred Securities of the Reset Rate and the number of Remarketed Trust Preferred Securities such purchaser is to purchase; and (3) 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 Remarketed Trust Preferred Securities purchased through the facilities of the Depositary.

Appointment and Obligations of the Remarketing Agent. (a) The Company Subject to Section 4 of this Agreement, the Administrator hereby appoints Morgxx Xxxnxxx & Xo. Incorporated Xxxxxxx Xxxxx, and Xxxxxxx Xxxxx hereby accepts such appointment, as Remarketing Agent who, together with the Original Remarketing Agents, will serve as the exclusive Remarketing Agents for the purpose of: (i) determining for each Reset Period the applicable Spread above or below the applicable index (if the Notes will be in a floating rate mode during the next Reset Period) or determining the fixed rate of interest (if the Notes will be in a fixed rate mode during the next Reset Period), as applicable (in each case, as specified in the applicable Supplemental Remarketing Agency Agreement, as defined below), at a rate that, in the reasonable opinion of the Remarketing Agents, will enable them to remarket tendered Notes (whether mandatory or voluntary) at 100% of the principal amount thereof and on the terms of the Notes determined as set forth in Section 4(c) of the Reset Rate Note Procedures; (ii) entering into a remarketing agent agency agreement on the related Remarketing Terms Determination Date with the Trust and the Administrator, substantially in the form attached to this Agreement as Appendix B (the a "Remarketing Agent"Agency Agreement”), and Morgxx Xxxnxxx & Xo. Incorporated hereby a supplemental remarketing agency agreement on the related Spread Determination Date with the Trust and the Administrator, substantially in the form attached to this Agreement as Appendix C (1a “Supplemental Remarketing Agency Agreement”), pursuant to which the Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the Notes tendered by the beneficial owners thereof (the “Beneficial Owners”) accepts appointment (each such attempted and/or completed remarketing being hereinafter referred to as Remarketing Agenta “Remarketing”); (iii) if applicable, for assisting the purpose of (a) Remarketing Remarketed Trust Preferred Securities on behalf Administrator with the selection of the holders thereof Eligible Swap Counterparty or Counterparties with which the trust will enter into Swap Agreements on the related Reset Date; (iv) preparing a written notice to the applicable clearing agencies, the Luxembourg Stock Exchange (if the Notes are then listed on such exchange) and any other relevant parties setting forth the applicable Spread or fixed rate of interest, as the case may be, any applicable currency exchange rate and any other required reset terms; (bv) delivering the related Hold Notices, the Listing Particulars Addendum (as defined below) and any other notices as provided under the Reset Rate Note Procedures; and (vi) performing such other duties as are assigned to the Remarketing Agent in this Agreement, including in the Reset Rate Note Procedures attached to this Agreement as Appendix D, and/or in the applicable Remarketing ProceduresAgency Agreement and Supplemental Remarketing Agency Agreement, all in accordance with and pursuant each case subject to the Remarketing Procedures, and (2) accepts and will perform all obligations of the Remarketing Agent conditions set forth in the Amended Declaration, the Pledge Agreement herein and the Purchase Contract Agreementtherein. (b) The With respect to any Reset Date, the Remarketing Agent agrees to (1) use reasonable efforts to remarket shall not enter into the Remarketed Remarketing Agency Agreement with the Trust Preferred Securities tendered and the Administrator if, on or deemed tendered prior to the Remarketing Agent in Terms Determination Date: (i) a Failed Remarketing shall have been declared with respect to the Remarketingrelated class of Notes subject to Remarketing on such Reset Date; or (ii) the related Call Option shall have been timely exercised with respect to the related class of Notes subject to Remarketing on such Reset Date. In addition, (2) notify the Company, the Depositary and the Indenture Trustee promptly of the Reset Rate and (3) carry out such other duties as are assigned to the Remarketing Agent in shall not enter into the Supplemental Remarketing Procedures, all in accordance Agency Agreement with the provisions Trust and the Administrator if, on or prior to the Spread Determination Date: (A) a Failed Remarketing shall have been declared with respect to the related class of Notes subject to Remarketing on such Reset Date; (B) the related Call Option shall have been timely exercised with respect to the related class of Notes subject to Remarketing on such Reset Date; or (C) if applicable, 100% of the holders of the related class of Notes subject to Remarketing Procedureson such Reset Date have timely delivered a Hold Notice and the All Hold Rate will apply for the next related Reset Period. (c) On the third Business Day immediately preceding the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agent shall use reasonable efforts Only Notes not subject to remarket the Trust Preferred Securities tendered or deemed tendered for purchase at a price equal to 100.50% of the aggregate stated liquidation amount thereof. (d) If, as a result of the efforts described in 2(c), the Remarketing Agent has determined that it will be able to remarket all of the Preferred Securities tendered or deemed tendered for purchase at a price of 100.50% of the aggregate stated liquidation amount of such Preferred Securities, the Remarketing Agent shall determine the Reset Rate, which an exercised Call Option shall be the rate per annum (rounded subject to the nearest one-thousandth (0.001) of one percent per annum), sufficient to cause the then-current aggregate market value of the Preferred Securities to be equal to 100.50% of the aggregate stated liquidation amount of Remarketing on such Preferred Securities, that the Remarketing Agent determines, in its sole reasonable judgment, to be the lowest rate per annum that will enable it to remarket all of the Preferred Securities tendered or deemed tendered for Remarketing. (e) If none of the Holders of the Preferred Securities or the holders of the PEPS Units elect to have Preferred Securities remarketed in the Remarketing, the Reset Rate shall be the rate determined by the Remarketing Agent, in its sole reasonable discretion, as the rate that would have been established had a Remarketing been held on the Remarketing Date. (f) Upon receipt of the proceeds from the Remarketing, the Remarketing Agent shall: (1) retain $0.125 per Remarketed Trust Preferred Security as a remarketing fee for the performance of its services as Remarketing Agent hereunder; and (2) remit to the Collateral Agent all other proceeds of the Remarketed Trust Preferred Securities subject to the Pledge Agreement. (g) If, by 4:00 p.m., New York City time, on the Remarketing Date, the Remarketing Agent is unable to remarket all of the Trust Preferred Securities tendered or deemed tendered for purchase pursuant to the terms and conditions hereof, a Failed Remarketing shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the Depositary, the Property Trustee, the Trust 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. (h) By approximately 4:30 p.m., New York City time, on the Remarketing Date (provided there has not been a Failed Remarketing), the Remarketing Agent shall advise, by telephone: (1) the Depositary, the Property Trustee, the Indenture Trustee, the Trust and the Company of the Reset Rate determined in the Remarketing and the number of Remarketed Trust Preferred Securities sold in the Remarketing; (2) each purchaser (or the Depositary Participant thereof) of Remarketed Trust Preferred Securities of the Reset Rate and the number of Remarketed Trust Preferred Securities such purchaser is to purchase; and (3) 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 Remarketed Trust Preferred Securities purchased through the facilities of the Depositary.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Morgxx Xxxnxxx & Xo. Incorporated as exclusive remarketing agent and JES (the "Issuers") hereby appoint ___________ as exclusive 2 Remarketing Agent"), and Morgxx Xxxnxxx & Xo. Incorporated ____________ hereby (1) accepts appointment as Remarketing Agent, for the purpose of (ai) Remarketing Remarketed Trust Preferred Securities Notes on behalf of the holders thereof and (bii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures, and (2) accepts and will perform all obligations of the Remarketing Agent set forth in the Amended Declaration, the Pledge Agreement and the Purchase Contract Agreement. (b) The Remarketing Agent agrees (i) to (1) use commercially reasonable efforts to remarket the Remarketed Trust Preferred Securities Notes tendered or deemed tendered to the Remarketing Agent in the Remarketing, (2ii) to notify the CompanyIssuers, the Depositary Depository and the Indenture Trustee promptly of the Reset Rate and (3iii) to carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the sixth Business Day prior to March - 2002, after identification by the Purchase Contract Agent of the number of Holders of Units electing to effect a Collateral Substitution, the Remarketing Agent shall purchase an option, excercisable for the delivery on March - 2002 of 100.25% of the Treasury Consideration in respect of such Notes. The Company and JES shall reimburse the Remarketing Agent for the purchase of the option. The Remarketing Agent shall notify the Purchase Contract Agent by 3:00 p.m on the sixth Business Day prior to March - 2002, of the [AMOUNT] [CASH] required, pursuant to the option, to purchase the Treasury Consideration necessary for a Holder to effect a Collateral Substitution. (d) On the third Business Day immediately preceding the Purchase Contract Settlement Date ______, 2002 (the "Remarketing Date"), the Remarketing Agent shall use commercially reasonable efforts to remarket remarket, at a price equal to 100.25% of the Trust Preferred Securities Treasury Consideration, the Remarketed Notes tendered or deemed tendered for purchase at a price equal to 100.50% of the aggregate stated liquidation amount thereofpurchase. (de) If, as a result of the efforts described in 2(cSection l(b), the Remarketing Agent has determined determines that it will be able to remarket all of the Preferred Securities Remarketed Notes tendered or deemed tendered for purchase at a price of 100.50100.25% of the aggregate stated liquidation amount of such Preferred SecuritiesTreasury Consideration prior to 4:00 P.M., New York City time, on the Remarketing Date, the Remarketing Agent shall determine (i) the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum), sufficient to cause the then-current aggregate market value of the Preferred Securities to be equal to 100.50% of the aggregate stated liquidation amount of such Preferred Securities, ) that the Remarketing Agent determines, in its sole reasonable judgment, to be the lowest rate per annum that will enable it to remarket all of the Preferred Securities Remarketed Notes tendered or deemed tendered for RemarketingRemarketing and (ii) purchase the Treasury Consideration related to the Remarketed Notes and the Notes for which Holders have effected a Collateral Substitution. (ef) If none of the Holders of the Preferred Securities or the holders of the PEPS Units elect Remarketed Notes elects to have Preferred Securities Remarketed Notes remarketed in the Remarketing, the Reset Rate Remarketing Agent shall be determine the rate determined by rate (g) If the Remarketing Agent, in its sole reasonable discretion, as Agent cannot remarket the rate that would have been established had a Remarketing been held Notes on the Remarketing Date. (f) Upon receipt of the proceeds from the Remarketing, the Remarketing Agent shall: (1) retain $0.125 per Remarketed Trust Preferred Security as a remarketing fee for will continue to attempt to remarket the performance of its services as Remarketing Agent hereunder; and (2) remit to the Collateral Agent all other proceeds of the Remarketed Trust Preferred Securities subject to the Pledge AgreementNotes until June -, 2002. (gh) If, by 4:00 p.m.P.M., New York City time, on the Remarketing DateJune -, 2002, the Remarketing Agent is unable to remarket all of the Trust Preferred Securities Remarketed Notes tendered or deemed tendered for purchase pursuant to the terms and conditions hereofpurchase, a failed Remarketing ("Failed Remarketing Remarketing") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the DepositaryPurchase Contract Agent, the Property Trustee, the Trust Company and the Company. In the event of a Failed Remarketing, the Reset Rate shall equal the Two Year Benchmark Treasury Rate plus the Applicable MarginJES. (hi) By approximately 4:30 p.m.P.M., New York City time, on the Remarketing Date (Date, provided that there has not been a Failed Remarketing), the Remarketing Agent shall advise, by telephone: telephone (1i) the Depositary, the Property Trustee, the Indenture Trustee, the Trust Company and the Company JES of the Reset Rate determined in the Remarketing and the number of Remarketed Trust Preferred Securities Notes sold in the Remarketing; , (2ii) each purchaser (or the Depositary Participant participant thereof) of Remarketed Trust Preferred Securities of the Reset Rate and the number of Remarketed Trust Preferred Securities Notes such purchaser is to purchase; and purchase and (3iii) each purchaser to give instructions to its Depositary Participant participant to pay the purchase price on the Purchase Contract Settlement Date March -, 2002 in same day funds against delivery of the Remarketed Trust Preferred Securities Notes purchased through the facilities of the Depositary. (j) In accordance with the Depositary's normal procedures, on __________, 2002, the transactions described above with respect to each Note 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 Notes delivered by book-entry as necessary to effect purchases and sales of such Notes. The Depositary shall make payment in accordance with its normal procedures. (k) The tender and settlement procedures set in this Section 1, including provisions for payment by purchasers of the 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 Notes at the time of the Remarketing, to facilitate the tendering and remarketing of the Notes in certificated form. In addition, the Remarketing Agent may modify the settlement procedures set forth herein in order to facilitate the settlement process. (l) The Remarketing Agent shall remit to the Collateral Agent the Treasury Consideration subject to the Pledge Agreement.

Appointment and Obligations of the Remarketing Agent. (a) The Company Fund hereby appoints Morgxx Xxxnxxx & Xo. Incorporated Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby accepts such appointment, as exclusive remarketing agent (the "sole Remarketing Agent"), and Morgxx Xxxnxxx & Xo. Incorporated hereby (1) accepts appointment as Remarketing Agent, Agent of the Shares for the purpose of (ai) Remarketing Remarketed Trust Preferred Securities setting the Applicable Dividend Rate on the Shares from time to time; (ii) remarketing Shares from time to time on behalf of the holders thereof Beneficial Owners thereof; and (biii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing ProceduresCertificate, all in accordance with and pursuant to the Remarketing Procedures, and (2) accepts and will perform all obligations of the Remarketing Agent procedures set forth in the Amended DeclarationCertificate and the prospectus and statement of additional information, both dated December __, 1993, relating to the offering of the Shares (together, the Pledge "Prospectus"). The Fund shall have the right, on seven Business Days' notice to the Remarketing Agent, to appoint one or more additional Remarketing Agents with respect to the Shares under an agreement substantially in the form of this Agreement. Upon any such appointment, including any appointment of a successor Remarketing Agent pursuant to Section 4, all references in this Agreement and to "Remarketing Agent" shall be deemed to refer also to each such additional or successor Remarketing Agent. Any such additional or successor Remarketing Agent shall accept its appointment by executing an agreement substantially in the Purchase Contract form of this Agreement. (b) The Remarketing Agent agrees (i) to calculate the Maximum Dividend Rate applicable to each Dividend Period with respect to the Shares; (1ii) to use reasonable its best efforts to set in Remarketings the Applicable Dividend Rate on the Shares; (iii) to notify the Fund promptly of the Applicable Dividend Rate; (iv) to use its best efforts to remarket the Remarketed Trust Preferred Securities tendered or deemed Shares tendered to the Remarketing Agent in Remarketings held from time to time as provided in the RemarketingCertificate; (v) to assist the Fund in establishing the Specific Redemption Provisions, (2) notify if any, relating to the Company, the Depositary and the Indenture Trustee promptly of the Reset Rate Shares and (3vi) to carry out such other duties as are assigned to the Remarketing Agent in the Remarketing ProceduresCertificate, all in accordance with the provisions of the Remarketing ProceduresCertificate. (c) On The Remarketing Agent agrees that if, at any time, either Xxxxx'x or S&P shall not make available a rating for the third Business Day immediately preceding the Purchase Contract Settlement Date (the "Remarketing Date"), Shares required for the Remarketing Agent to calculate any Maximum Dividend Rate, or if both Xxxxx'x and S&P shall use reasonable efforts to remarket not make available such a rating, the Trust Preferred Securities tendered Fund shall select one or deemed tendered more Substitute Rating Agencies for purchase at a price equal to 100.50% of the aggregate stated liquidation amount thereofsuch purpose. (d) If, It is expressly understood and agreed by the parties hereto that Shares as a result of the efforts described in 2(c), to which the Remarketing Agent has determined that it will is listed in the books maintained by the Paying Agent as the Beneficial Owner may be able to remarket all of the Preferred Securities tendered or deemed tendered for purchase at a price of 100.50% of the aggregate stated liquidation amount of such Preferred Securities, held by the Remarketing Agent shall determine for its own account or for the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) account of one percent per annum), sufficient to cause the then-current aggregate market value of the Preferred Securities to be equal to 100.50% of the aggregate stated liquidation amount of such Preferred Securities, that the Remarketing Agent determines, in its sole reasonable judgment, to be the lowest rate per annum that will enable it to remarket all of the Preferred Securities tendered or deemed tendered for Remarketingothers. (e) If none It is expressly understood and agreed by the parties hereto that the obligations of the Holders Remarketing Agent hereunder are conditioned on the issuance and delivery of the Preferred Securities or Shares pursuant to the holders terms and conditions of the PEPS Units elect to have Preferred Securities remarketed in Purchase Agreement. It is further understood and agreed by and between the Remarketing, the Reset Rate shall be the rate determined by parties that the Remarketing AgentAgent shall not be obligated to set the Applicable Dividend Rate on the Shares or to remarket Shares during a Non-Payment Period, or at any time that any of the conditions set forth in its sole reasonable discretion, as the rate that would clauses (a) and (b) of Section 7 hereof shall not have been established had a Remarketing been held on fully and completely met to the satisfaction of the Remarketing DateAgent or at any time any of the events set forth in clause(c) of Section 7 hereof shall have occurred. (f) Upon receipt of the proceeds from the Remarketing, the Remarketing Agent shall: (1) retain $0.125 per Remarketed Trust Preferred Security as a remarketing fee for the performance of its services as Remarketing Agent hereunder; and (2) remit to the Collateral Agent all other proceeds of the Remarketed Trust Preferred Securities subject to the Pledge Agreement. (g) If, by 4:00 By 3:30 p.m., New York City time, on the each Remarketing Date, the Remarketing Agent is unable to remarket all will advise the Paying Agent of (i) the Applicable Dividend Rate determined in the related Remarketing; (ii) the identities of (and the number of Shares held by) the Beneficial Owners who purchased such Shares as a result of the Trust Preferred Securities tendered or deemed tendered for purchase pursuant Remarketing; (iii) the identities of (and number of Shares sold by) persons (i.e., former Beneficial Owners) who sold Shares in the Remarketing; and (iv) the Specific Redemption Provisions, if any, relating to the terms and conditions hereof, a Failed Remarketing shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the Depositary, the Property Trustee, the Trust and the CompanyShares. In the event of a Failed Remarketing, the Reset Rate shall equal the Two Year Benchmark Treasury Rate plus the Applicable Margin. (h) By approximately 4:30 3:30 p.m., New York City time, on the each Remarketing Date (provided there has not been a Failed Remarketing)Date, the Remarketing Agent shall advise, by telephone:also advise the Fund of the information set forth in clause (i) of this Section 2(f). (1g) As soon as practicable after the DepositaryDate of Original Issue for any Shares, but not later than the fifth Business Day preceding the date of the first Remarketing for such Shares, the Property Trustee, Remarketing Agent will provide the Indenture Trustee, the Trust Fund and the Company Paying Agent with: a list of the Reset Rate determined persons (other than the Remarketing Agent) in whose names Shares are to be registered in the books to be maintained by the Paying Agent and the respective numbers of Shares acquired by such persons from the Remarketing Agent and (ii) the number of Remarketed Trust Preferred Securities sold Shares it is holding for its own account and (on an aggregate basis) as nominee for the account of others as of the date of such notice. (h) The Remarketing Agent shall promptly notify the Paying Agent by a notice substantially in the Remarketing;form of Exhibit A hereto of any transfers of Shares outside of a Remarketing of which it is aware. Notwithstanding the foregoing, the Remarketing Agent shall not be required to notify the Paying Agent of any transfer outside of a Remarketing unless such transfer would result in a new Beneficial Owner. It is understood and agreed by the parties hereto that the Remarketing Agent shall be under no obligation to disclose to the Fund or the Paying Agent or any other person the identity of any person for whose account Shares are held by the Remarketing Agent as Beneficial Owner unless such disclosure is required by law or in connection with any pending or threatened legal proceedings involving the Fund or the Paying Agent. (2i) each purchaser The Remarketing Agent agrees that, whenever it receives the notice from the Fund contemplated by the first sentence of Section [6] of Part II of the Certificate, it will in turn notify the Holders of shares and prospective purchasers believed by it to be interested in purchasing Shares in such Remarketing. (j) Xxxxxxx Xxxxx represents and warrants to the Fund that Xxxxxxx Xxxxx & Co., Inc. is the exclusive owner of the registered trademark "RP" and that Xxxxxxx Xxxxx is authorized by Xxxxxxx Xxxxx & Co., Inc. to consent to the use by the Fund of such trademark, and, subject to the provisions of Section 9(c) hereof, hereby consents to the use by the Fund of such trademark in connection with the Shares. (k) The Remarketing Agent may, in its sole discretion, modify the settlement procedures set forth in the Certificate so long as any such modification does not adversely affect the Beneficial Owners or the Depositary Participant thereof) of Remarketed Trust Preferred Securities Holders of the Reset Shares of the Fund. It is understood that a failure to settle a purchase or sale of tendered Shares in any Remarketing will not change the Applicable Dividend Rate previously set in such Remarketing, and will not result in any responsibility of, or liability to, the Fund for settlement of such purchase or sale. (l) The Remarketing Agent may, in its sole discretion, modify the procedures concerning notification of redemption set forth in the Certificate, provided that, any such modification does not adversely affect any Holder or any Beneficial Owner of the Shares or materially alter the obligations of the Paying Agent, does not adversely affect the rating of the Shares and does not cause the Fund to violate any law, rule or regulation, including the 1940 Act and the number of Remarketed Trust Preferred Securities such purchaser is to purchase; and (3) 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 laws of the Remarketed Trust Preferred Securities purchased through the facilities Commonwealth of the DepositaryMassachusetts.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Morgxx Xxxnxxx Xxxxxx Xxxxxxx & Xo. Co. Incorporated as exclusive remarketing agent (the "Remarketing Agent"), and Morgxx Xxxnxxx Xxxxxx Xxxxxxx & Xo. Co. Incorporated hereby (1A) accepts appointment as Remarketing Agent, for the purpose of (a1) Remarketing Remarketed Trust Preferred Securities on behalf of the holders thereof and (b2) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures, and (2B) accepts and will perform all obligations of the Remarketing Agent set forth in the Amended Declaration, the Pledge Agreement and the Purchase Contract Agreement. (b) The Remarketing Agent agrees to (1) use reasonable efforts to remarket the Remarketed Trust Preferred Securities tendered or deemed tendered to the Remarketing Agent in the Remarketing, (2) notify the Company, the Depositary Depository and the Indenture Trustee promptly of the Reset Rate and (3) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the third Business Day immediately preceding the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agent shall use commercially reasonable efforts to remarket remarket, the Trust Preferred Securities tendered or deemed tendered for purchase at a price at least equal to 100.50100.25% of the aggregate stated liquidation amount thereof. (d) If, as a result of the efforts described in 2(c), the Remarketing Agent has determined that it will be able to remarket all of the Preferred Securities tendered or deemed tendered for purchase at a price of 100.50100.25% of the aggregate stated liquidation amount of such Preferred Securities, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum), ) sufficient to cause the then-then current aggregate market value of the Preferred Securities to be at least equal to 100.50100.25% of the aggregate stated liquidation amount of such Preferred Securities, that the Remarketing Agent determines, in its sole reasonable judgment, to be the lowest rate per annum that will enable it to remarket all of the Preferred Securities tendered or deemed tendered for Remarketing. (e) If none of the Holders of the Preferred Securities or the holders of the PEPS Units elect to have Preferred Securities remarketed in the Remarketing, the Reset Rate shall be the rate determined by the Remarketing Agent, in its sole reasonable discretion, as the rate that would have been established had a Remarketing been held on the Remarketing Date. (f) Upon receipt of the proceeds from the Remarketing, the Remarketing Agent shall: (1) retain $0.125 .0625 per Remarketed Trust Preferred Security as a remarketing fee for the performance of its services as Remarketing Agent hereunder; and (2) remit to the Collateral Agent all other excess proceeds of the Remarketed Trust Preferred Securities subject to the Pledge Agreement. (g) The Remarketing Agent shall submit at least one Trust Preferred Security to the Remarketing to ensure that there is a Remarketing. (h) If, by 4:00 p.m., New York City time, on the Remarketing Date, the Remarketing Agent is unable to remarket all of the Trust Preferred Securities tendered or deemed tendered for purchase pursuant to the terms and conditions hereofpurchase, a Failed Remarketing shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the DepositaryDepository, the Property Trustee, the Trust 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. (hi) By approximately 4:30 p.m., p.m. New York City time, time on the Remarketing Date (provided there has not been a Failed Remarketing), the Remarketing Agent shall advise, by telephone: (1) the DepositaryDepository, the Property Trustee, the Indenture Trustee, the Trust and the Company of the Reset Rate determined in the Remarketing and the number of Remarketed Trust Preferred Securities sold in the Remarketing; (2) each purchaser (or the Depositary Participant thereof) of Remarketed Trust Preferred Securities of the Reset Rate and the number of Remarketed Trust Preferred Securities such purchaser is to purchase; and (3) 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 Remarketed Trust Preferred Securities purchased through the facilities of the DepositaryDepository.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Morgxx Xxxnxxx & Xo. Incorporated as exclusive remarketing agent On or before the 20th Business Day prior to the first Business Day (the "“Appointment Date”) of the Period for Early Remarketing, the Company shall send written notice appointing either JPM Securities or Xxxxxxx Xxxxx as the exclusive Remarketing Agent"), and Morgxx Xxxnxxx & Xo. Incorporated hereby (1) accepts appointment as Remarketing Agent, Agent for the purpose of (ai) Remarketing Remarketed Trust Preferred Securities the Senior Notes on behalf of the holders thereof thereof, (ii) 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 for the Senior Notes, and (biii) performing such other duties as are assigned to the Remarketing 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 [JPM Securities/Xxxxxxx Xxxxx] as the Remarketing Procedures, Agent. Each of JPM Securities and (2) accepts and will perform all obligations of Xxxxxxx Xxxxx hereby agree that if the Company chooses to appoint it as the Remarketing Agent Agent, it shall, subject to the terms and conditions set forth in herein, accept such appointment by the Amended Declaration, Company as the Pledge Agreement and the Purchase Contract Agreementexclusive Remarketing Agent. (b) The Pursuant to this Agreement, the Remarketing Agent agrees agrees, unless a Tax Event Redemption has occurred prior to (1) such date and subject to the terms and conditions set forth herein, to use its reasonable efforts to remarket (i) on each Remarketing Date during the Remarketed Trust Preferred Securities tendered or deemed tendered to the Three-Day Remarketing Agent in the Remarketing, (2) notify Period selected by the Company, if any, during the Depositary and the Indenture Trustee promptly of the Reset Rate Period for Early Remarketing and (3ii) 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 Agent Period, in the Remarketing Procedures, all each case in accordance with the provisions of the Senior Notes and the Indenture, until the Senior Notes have been successfully remarketed on a Remarketing ProceduresDate, the Senior Notes that the Collateral Agent or the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Remarketing, at a price per $1,000 principal amount of Senior Notes such that the aggregate price at which such Senior Notes are being remarketed will equal approximately (i) if the related Reset Date is not the Purchase Contract Settlement Date, the Remarketing Price, or (ii) if the related Reset Date is the Purchase Contract Settlement Date, the Contract Settlement Price. Notwithstanding the preceding sentence, the Remarketing Agent shall not remarket any Senior Notes for a price less than the price (the “Minimum Price”) necessary for the aggregate principal amount of the Senior Notes being remarketed to have an aggregate price (i) if the proposed Reset Date is not the Purchase Contract Settlement Date, equal to 100% of the sum of the Remarketing 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 Remarketed Senior Notes. The Remarketing Agent shall not be obligated to remarket any Senior Notes if a condition precedent set forth in this Agreement to such Remarketing is not fulfilled or if the Remarketing of such Senior Notes would violate applicable law. (c) On the third Business Day immediately preceding the Purchase Contract Settlement Date (the "Remarketing Date")In connection with each Remarketing, the Remarketing Agent shall use reasonable efforts to remarket determine, in consultation with the Trust Preferred Securities tendered or deemed tendered for purchase at a price equal to 100.50% of the aggregate stated liquidation amount thereof. (d) IfCompany, as a result of the efforts described in 2(c), the Remarketing Agent has determined that it will be able to remarket all of the Preferred Securities tendered or deemed tendered for purchase at a price of 100.50% of the aggregate stated liquidation amount of such Preferred Securities, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (annum, rounded to the nearest one-thousandth (0.001) of one percent per annum), sufficient that the Senior Notes should bear (the “Reset Rate”) in order for the Remarketed Senior Notes to cause the then-current have an aggregate market value of the Preferred Securities to be equal to 100.50% the Remarketing Price or the Contract Settlement Price, as the case may be, and that in the sole reasonable discretion of the aggregate stated liquidation amount of such Preferred Securities, that the Remarketing Agent determines, in its sole reasonable judgment, to be the lowest rate per annum that will enable it to remarket all of the Preferred Securities tendered Remarketed Senior Notes at the Remarketing Price or deemed tendered for Contract Settlement Price, as the case may be, in such Remarketing, provided that such rate shall not exceed the maximum interest rate permitted by law. (d) In the event of a Failed Remarketing or if no Senior Notes are included in Corporate Units, and none of the holders of the Separate Senior Notes elect to have Senior Notes be remarketed in such Remarketing, the applicable interest rate on the Senior Notes will not be reset and will continue to be the Interest Rate set forth in the Indenture, as supplemented from time to time. (e) If none of the Holders of the Preferred Securities or the holders of the PEPS Units elect to have Preferred Securities remarketed in the Remarketing, the Reset Rate shall be the rate determined by the Remarketing Agent, in its sole reasonable discretion, as the rate that would have been established had a Remarketing been held on the Remarketing Date. (f) Upon receipt of the proceeds from the Remarketing, the Remarketing Agent shall: (1) retain $0.125 per Remarketed Trust Preferred Security as a remarketing fee for the performance of its services as Remarketing Agent hereunder; and (2) remit to the Collateral Agent all other proceeds of the Remarketed Trust Preferred Securities subject to the Pledge Agreement. (g) If, by 4:00 p.m., New York City time, on the last Remarketing DateDate of any Three-Day Remarketing Period, the Remarketing Agent is unable to remarket all of the Trust Preferred Securities tendered Remarketed Senior Notes at or deemed tendered for purchase greater than the Minimum Price, pursuant to the terms and conditions hereof, a Failed Remarketing shall be deemed to have occurred, and the Remarketing Agent shall so advise advise, by telephone the Depositary, the Property Trustee, the Trust 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, no later than the Business Day immediately following the end of such Three-Day Remarketing Period, the Separate Senior Notes submitted for Remarketing, if any, to the Custodial Agent for distribution to the appropriate holders. (f) In the event of a Failed Successful Remarketing, the Reset Rate shall equal the Two Year Benchmark Treasury Rate plus the Applicable Margin. (h) By by approximately 4:30 p.m., New York City time, on the applicable Successful Remarketing Date (provided there has not been a Failed Remarketing)Date, the Remarketing Agent shall advise, by telephone: (1i) the Depositary, the Property Trustee, the Indenture Trustee, the Trust Purchase Contract Agent and the Company of the Reset Rate determined by the Remarketing Agent in the such Remarketing and the number of Remarketed Trust Preferred Securities Senior Notes sold in the such Remarketing; (2ii) each purchaser (or the Depositary Participant thereof) of Remarketed Trust Preferred Securities Senior Notes of the Reset Rate and Rate, the number of Remarketed Trust Preferred Securities Senior Notes such purchaser is to purchase, the Subsequent Interest Payment Dates and the extended maturity date, if applicable; and (3iii) each such purchaser to give instructions to its Depositary Participant to pay the purchase price on the Purchase Contract Settlement Date third business day immediately following the date of such Successful Remarketing in same day funds against delivery of the Remarketed Trust Preferred Securities 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) After deducting the Remarketing Fee specified in Section 4 below, the Proceeds from a Successful Remarketing (i) with respect to the Senior Notes that are components of the Corporate Units, shall be paid to the Collateral Agent in accordance with Section 5.02 of the Purchase Contract and Pledge 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 Section 5.02 of the Purchase Contract and Pledge Agreement. (h) 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 Agent conducts a Remarketing pursuant to the terms of this Agreement, (ii) a Tax Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agent is able to find a purchaser or purchasers for Remarketed Senior Notes at or greater than the Minimum Price, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent as and when required. (i) It is understood and agreed that the Remarketing Agent 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 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 Agent shall not be deemed an underwriter of the Remarketed Senior Notes. The Company shall similarly not be obligated in any case to provide funds to make payment upon tender of the Senior Notes for Remarketing.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Morgxx Xxxnxxx & Xo. Incorporated _________________________ as exclusive remarketing agent (the "Remarketing Agent and Reset Agent"), and Morgxx Xxxnxxx & Xo. Incorporated _________________________ hereby (1) accepts appointment as Remarketing Agentsuch appointment, for the purpose of (ai) Remarketing Remarketed Trust Preferred Securities Debentures on behalf of the holders thereof and (bii) performing such other duties as are assigned to the Remarketing Agent and Reset Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures, and (2) accepts and will perform all obligations of the Remarketing Agent set forth in the Amended Declaration, the Pledge Agreement and the Purchase Contract Agreement. (b) The Remarketing Agent agrees (i) to (1) use commercially reasonable best efforts to remarket the Remarketed Trust Preferred Securities Debentures tendered or deemed tendered to the Remarketing Agent in the Remarketing, (2ii) to notify the Company, the Depositary and the Indenture Trustee promptly of the Reset Rate and (3iii) to establish the Reset Rate and carry out such other duties as are assigned to the Remarketing Agent and Reset Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the third Business Day immediately preceding the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agent shall use its reasonable best efforts to remarket remarket, at a price equal to 100.5% of the Trust Preferred Securities Remarketing Value, the Remarketed Debentures tendered or deemed tendered for purchase at a price equal to 100.50% of the aggregate stated liquidation amount thereofpurchase. (d) If, as a result of the efforts described in 2(cSection l(b), the Remarketing Agent has determined determines, after consultation with the Company, that it will be able to remarket all of the Preferred Securities Remarketed Debentures tendered or deemed tendered for purchase at a price of 100.50100.5% of the aggregate stated liquidation amount of such Preferred Securities, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded Value prior to the nearest one-thousandth (0.001) of one percent per annum), sufficient to cause the then-current aggregate market value of the Preferred Securities to be equal to 100.50% of the aggregate stated liquidation amount of such Preferred Securities, that the Remarketing Agent determines, in its sole reasonable judgment, to be the lowest rate per annum that will enable it to remarket all of the Preferred Securities tendered or deemed tendered for Remarketing. (e) If none of the Holders of the Preferred Securities or the holders of the PEPS Units elect to have Preferred Securities remarketed in the Remarketing, the Reset Rate shall be the rate determined by the Remarketing Agent, in its sole reasonable discretion, as the rate that would have been established had a Remarketing been held on the Remarketing Date. (f) Upon receipt of the proceeds from the Remarketing, the Remarketing Agent shall: (1) retain $0.125 per Remarketed Trust Preferred Security as a remarketing fee for the performance of its services as Remarketing Agent hereunder; and (2) remit to the Collateral Agent all other proceeds of the Remarketed Trust Preferred Securities subject to the Pledge Agreement. (g) If, by 4:00 p.m., New York City time, on the Remarketing Date, the Remarketing Agent, after consultation with the Company, shall (i) determine the Reset Rate that will enable it to remarket all Remarketed Debentures tendered or deemed tendered for Remarketing and (ii) commit to purchase, on a third-day settlement basis, and on the third Business Day following the Remarketing Date (the "Remarketing Closing Date"), shall purchase, the Agent-purchased Treasury Consideration. (e) If the Remarketing Agent cannot remarket the Debentures on the Remarketing Date, the Remarketing Agent may continue to attempt to remarket the Debentures until the Stock Purchase Date in accordance with the Remarketing Procedures (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 preceding Failed Remarketing and (ii) the Remarketing Closing Date in respect of any Subsequent Remarketing must fall no later than on the Business Day immediately preceding the Stock Purchase Date. (f) If, by 4:00 p.m., New York City time, on a Remarketing Date (including a Remarketing Date of any Subsequent Remarketing), the Remarketing Agent is unable to remarket all of the Trust Preferred Securities Remarketed Debentures tendered or deemed tendered for purchase pursuant to the terms and conditions hereofpurchase, a failed Remarketing ("Failed Remarketing Remarketing") shall be deemed to have occurred, and the Remarketing Agent shall, on such date, so advise by telephone the Depositary, the Purchase Contract Agent, the Trustee, the Company and the Collateral Agent. (g) On the third Business Day following any Failed Remarketing, the Remarketing Agent shall remit (i) to the Custodial Agent the Remarketed Debentures comprised of the Separate Debentures, and (ii) to the Collateral Agent the balance of the Remarketed Debentures. (h) If by 4:00 p.m., New York City time, on the Business Day immediately preceding _________, 2004 [Insert stock purchase date], the Remarketing Agent, in spite of using its commercially reasonable best efforts, fails to remarket all of the Debentures tendered or deemed tendered for purchase, the "Last Failed Remarketing" will be deemed to have occurred. In this case, the Remarketing Agent shall so advise by telephone the Depositary, the Property Purchase Contract Agent, the Trustee, the Trust Company and the CompanyCollateral Agent. In On the event of a third Business Day following the Last Failed Remarketing, the Reset Rate Remarketing Agent shall equal remit (i) to the Two Year Benchmark Treasury Rate plus Custodial Agent the Applicable MarginRemarketed Debentures comprised of the Separate Debentures and (ii) to the Collateral Agent the balance of the Remarketed Debentures. (hi) By approximately 4:30 p.m., New York City time, on the Remarketing Date (Date, provided that there has not been a Failed Remarketing (including the Last Failed Remarketing), the Remarketing Agent shall advise, advise by telephone: (1) telephone the DepositaryCompany, the Property TrusteePurchase Contract Agent, the Indenture Trustee, the Trust Depositary and the Company Trustee of the Reset Rate determined in the Remarketing and the number of Remarketed Trust Preferred Securities Debentures sold in the Remarketing;. (2j) In accordance with the Depositary's normal procedures, on the Remarketing Closing Date, the transactions described above with respect to each purchaser Debenture 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 Debentures delivered by book-entry as necessary to effect purchases and sales of such Debentures. (or k) On the Remarketing Closing Date, the tender and settlement procedures set in this Section 1, including provisions for payment by purchasers of the Debentures in the Remarketing, shall be subject to modification to the extent required by the Depositary Participant thereof) of Remarketed Trust Preferred Securities or if the Depositary's book-entry system is no longer available for the Debentures at the time of the Reset Rate Remarketing, to facilitate the tendering and remarketing of the number of Remarketed Trust Preferred Securities such purchaser is Debentures in certificated form. In addition, the Remarketing Agent may modify the settlement procedures set forth herein in order to purchase; andfacilitate the settlement process. (3l) each purchaser On the Remarketing Closing Date, the Remarketing Agent shall remit to give instructions to its Depositary Participant to pay the purchase price on Collateral Agent through the Purchase Contract Settlement Date in same day funds against delivery Agent the Agent-purchased Treasury Consideration. (m) On the Remarketing Closing Date, the Remarketing Agent shall retain as a remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds from the sale of the Remarketed Trust Preferred Securities purchased through Debentures and shall remit (i) the facilities remaining portion of the Depositarybalance attributable to the Separate Debentures to the Custodial Agent for distribution to the holders of the Separate Debentures that were remarketed and (ii) the remaining portion of the balance to the Purchase Contract Agent for distribution to the holders of the Remarketed Debentures in accordance with the Purchase Contract Agreement.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Morgxx Xxxnxxx & Xo. Incorporated ______________ as exclusive remarketing agent (the "Remarketing Agent"), and Morgxx Xxxnxxx & Xo. Incorporated ______________ hereby (1) accepts appointment as Remarketing Agent, for the purpose of (a1) Remarketing Remarketed Trust Preferred Securities Notes on behalf of the holders thereof and (b2) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures, and (2) accepts and will perform all obligations of the Remarketing Agent set forth in the Amended Declaration, the Pledge Agreement and the Purchase Contract Agreement. (b) The Remarketing Agent agrees to (1) use reasonable efforts to remarket the Remarketed Trust Preferred Securities Notes tendered or deemed tendered to the Remarketing Agent in the Remarketing, (2) notify the Company, the Depositary and the Indenture Trustee Company promptly of the Reset Rate and (3) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the third Business Day immediately preceding the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agent shall use reasonable efforts to remarket remarket, at a price at least equal to [100.25%] of the Trust Preferred Securities Stated Amount, the Remarketed Notes tendered or deemed tendered for purchase at a price equal to 100.50% of the aggregate stated liquidation amount thereofpurchase. (d) If, as a result of the efforts described in 2(cSection 2(b), the Remarketing Agent has determined determines that it will be able to remarket all of the Preferred Securities Remarketed Notes tendered or deemed tendered for purchase at a price of 100.50% at least equal to [100.25%] of the aggregate stated liquidation amount of such Preferred SecuritiesStated Amount prior to 4:00 p.m. (New York City time) on the Remarketing Date without increasing the Coupon Rate, the Remarketing Agent shall 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 Notes tendered or deemed tendered for purchase at a price at least equal to [100.25%] of the Stated Amount, which the Remarketing Agent shall be set the Reset Rate at a rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum), sufficient to cause the then-current aggregate market value of the Preferred Securities to be equal to 100.50% of the aggregate stated liquidation amount of such Preferred Securities, ) that the Remarketing Agent determines, in its sole reasonable judgment, determines to be the lowest rate per annum that will enable it to remarket all of the Preferred Securities Remarketed Notes tendered or deemed tendered for Remarketingpurchase at a price equal to [100.25%] of the Stated 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 Notes subject to the Pledge Agreement; and (3) remit to [the holders] all excess proceeds, if any, of the Remarketed Notes not subject to the Pledge Agreement.] (f) If none of the Holders of the Preferred Securities or the holders of the PEPS Units elect Remarketed Notes elects to have Preferred Securities Remarketed Notes remarketed in the Remarketing, the Reset Rate Remarketing Agent shall be the rate determined by the Remarketing Agent, in its sole reasonable discretion, as determine the rate that would have been established had a Remarketing been held on the Remarketing Date. (f) Upon receipt of , and such rate shall be the proceeds from the Remarketing, the Remarketing Agent shall: (1) retain $0.125 per Remarketed Trust Preferred Security as a remarketing fee for the performance of its services as Remarketing Agent hereunder; and (2) remit to the Collateral Agent all other proceeds of the Remarketed Trust Preferred Securities subject to the Pledge AgreementReset Rate. (g) If, by 4:00 p.m., p.m. (New York City time, ) on the Remarketing Date, the Remarketing Agent is unable to remarket all of the Trust Preferred Securities Remarketed Notes tendered or deemed tendered for purchase pursuant to the terms and conditions hereofpurchase, a failed Remarketing ("Failed Remarketing Remarketing") shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the DepositaryDTC, the Property Trustee, the Trust Indenture Trustee and the Company. In the event of a Failed Remarketing, the Reset Rate shall equal the Two Two-Year Benchmark Treasury Rate rate plus the Applicable Margin. (h) By approximately 4:30 p.m., New York City time, on the Remarketing Date (provided Provided that there has not been a Failed Remarketing), by approximately 4:30 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall advise, by telephone: (1) the Depositary, the Property TrusteeDTC, the Indenture Trustee, the Trust Trustee and the Company of the Reset Rate determined in the Remarketing and the number of Remarketed Trust Preferred Securities Notes sold in the Remarketing; (2) each purchaser (or the Depositary Clearing Agency Participant thereof) of Remarketed Trust Preferred Securities Notes of the Reset Rate and the number of Remarketed Trust Preferred Securities Notes such purchaser is to purchase; and (3) each purchaser to give instructions to its Depositary the Clearing Agency Participant to pay the purchase price on the Purchase Contract Settlement Date in same day funds against delivery of the Remarketed Trust Preferred Securities Notes purchased through the facilities of the DepositaryDTC.

Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Morgxx Xxxnxxx & Xo. Incorporated as exclusive remarketing agent (the "Remarketing Agent"), and Morgxx Xxxnxxx & Xo. Incorporated hereby (1) accepts appointment as Remarketing Agent, for the purpose of (a) Remarketing Remarketed Trust Preferred Securities on behalf of the holders thereof and (b) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures, and (2) accepts and will perform all obligations of the Remarketing Agent set forth in the Amended Declaration, the Pledge Agreement and the Purchase Contract Agreement. (b) The Remarketing Agent agrees to (1) use reasonable efforts to remarket the Remarketed Trust Preferred Securities tendered or deemed tendered to the Remarketing Agent in the Remarketing, (2) notify the Company, the Depositary and the Indenture Trustee promptly of the Reset Rate and (3) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures. (c) On the third Business Day immediately preceding the Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing Agent shall use reasonable efforts to remarket the Trust Preferred Securities tendered or deemed tendered for purchase at a price equal to 100.50100.25% of the aggregate stated liquidation amount thereof. (d) If, as a result of the efforts described in 2(c), the Remarketing Agent has determined that it will be able to remarket all of the Preferred Securities tendered or deemed tendered for purchase at a price of 100.50% of the aggregate stated liquidation amount of such Preferred Securities, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum), sufficient to cause the then-current aggregate market value of the Preferred Securities to be equal to 100.50% of the aggregate stated liquidation amount of such Preferred Securities, that the Remarketing Agent determines, in its sole reasonable judgment, to be the lowest rate per annum that will enable it to remarket all of the Preferred Securities tendered or deemed tendered for Remarketing. (e) If none of the Holders of the Preferred Securities or the holders of the PEPS Units elect to have Preferred Securities remarketed in the Remarketing, the Reset Rate shall be the rate determined by the Remarketing Agent, in its sole reasonable discretion, as the rate that would have been established had a Remarketing been held on the Remarketing Date. (f) Upon receipt of the proceeds from the Remarketing, the Remarketing Agent shall: (1) retain $0.125 per Remarketed Trust Preferred Security as a remarketing fee for the performance of its services as Remarketing Agent hereunder; and (2) remit to the Collateral Agent all other proceeds of the Remarketed Trust Preferred Securities subject to the Pledge Agreement. (g) If, by 4:00 p.m., New York City time, on the Remarketing Date, the Remarketing Agent is unable to remarket all of the Trust Preferred Securities tendered or deemed tendered for purchase pursuant to the terms and conditions hereof, a Failed Remarketing shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the Depositary, the Property Trustee, the Trust 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. (h) By approximately 4:30 p.m., New York City time, on the Remarketing Date (provided there has not been a Failed Remarketing), the Remarketing Agent shall advise, by telephone: (1) the Depositary, the Property Trustee, the Indenture Trustee, the Trust and the Company of the Reset Rate determined in the Remarketing and the number of Remarketed Trust Preferred Securities sold in the Remarketing; (2) each purchaser (or the Depositary Participant thereof) of Remarketed Trust Preferred Securities of the Reset Rate and the number of Remarketed Trust Preferred Securities such purchaser is to purchase; and (3) 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 Remarketed Trust Preferred Securities purchased through the facilities of the Depositary.deemed