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

Appointment and Obligations of the Remarketing Agents. (a) The Corporation hereby appoints BofA Securities, Inc., CIBC World Markets Corp. and RBC Capital Markets, LLC as the exclusive Remarketing Agents, and, subject to the terms and conditions set forth herein, each of BofA Securities, Inc., CIBC World Markets Corp. and RBC Capital Markets, LLC severally hereby accepts the appointment as a Remarketing Agent, for the purpose of: (i) Remarketing the Remarketed Notes on behalf of the holders thereof; (ii) determining, in consultation with the Corporation, in the manner provided for herein and in the Purchase Contract and Pledge Agreement and the Supplemental Indenture, the Reset Rate for the Notes; and (iii) performing such other duties as are assigned to the Remarketing Agent in the Transaction Documents. (b) Unless a Termination Event has occurred prior to such date, if the Corporation elects to conduct an Optional Remarketing during the Optional Remarketing Period selected by the Corporation pursuant to the Purchase Contract and Pledge Agreement, the Remarketing Agents shall use their commercially reasonable efforts to remarket the Remarketed Notes at the applicable Remarketing Price; provided that the Corporation shall determine in its sole discretion if and when to attempt an Optional Remarketing, and the Corporation may commence or postpone or cancel an Optional Remarketing in its absolute and sole discretion. In the case of an Optional Remarketing, on any Remarketing Date, the Remarketing Agents shall notify the Corporation, the Collateral Agent and the Quotation Agent of the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) that will constitute the Treasury Portfolio, which will be selected by the Remarketing Agents in their sole discretion in accordance with the Purchase Contract and Pledge Agreement. The Corporation will cause the Quotation Agent to notify the Remarketing Agents of the Treasury Portfolio Purchase Price no later than 4:00 p.m. New York City time on such Remarketing Date. If any Remarketing Agent is also acting as Quotation Agent, the Quotation Agent shall be entitled to all rights, protections and privileges granted herein to the Remarketing Agent. (c) If there is no Successful Optional Remarketing during the Optional Remarketing Period or no Optional Remarketing occurs on any Optional Remarketing Date, if any, and unless a Termination Event has occurred prior to such date, on each Remarketing Date in the Final Remarketing Period, the Remarketing Agents shall use their commercially reasonable efforts to remarket the Remarketed Notes at the applicable Remarketing Price. It is understood and agreed that the Remarketing on any Remarketing Date in the Final Remarketing Period will be considered successful if the resulting proceeds are at least equal to the applicable Remarketing Price. The Corporation has the right to postpone the Final Remarketing in the Corporation’s sole and absolute discretion on any day prior to the last three Business Days of the Final Remarketing Period. (d) In connection with a Remarketing, the Remarketing Agents shall determine, in consultation with the Corporation, the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent per annum, that the Remarketed Notes should bear (the “Reset Rate”) in order for the Remarketed Notes to have an aggregate market value equal to at least the applicable Remarketing Price and that in the reasonable discretion of the Remarketing Agents will enable them to remarket all of the Remarketed Notes at no less than the applicable Remarketing Price in such Remarketing; provided that such Reset Rate shall not exceed the maximum interest rate permitted by applicable law. (e) If, by 4:00 p.m., New York City time, on the applicable Remarketing Date: (i) the Remarketing Agents are unable to remarket all of the Remarketed Notes, at a price not less than the applicable Remarketing Price 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 6 hereof was not satisfied, the Remarketing Agent shall advise by telephone (and promptly deliver a notice in writing thereafter) to the Depository, the Purchase Contract Agent, the Collateral Agent and the Corporation. Whether or not there has been a Failed Remarketing will be determined in the reasonable discretion of the Remarketing Agents in consultation with the Corporation. In the event of a Failed Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate set forth in the Supplemental Indenture. (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 Agents shall advise, by telephone (and promptly deliver a notice in writing thereafter): (i) the Depository, the Purchase Contract Agent, the U.S. Indenture Trustee, the Collateral Agent, the Custodial Agent and the Corporation (and promptly deliver a notice in writing to such Persons thereafter) of the Reset Rate with respect to the Notes and the aggregate principal amount of Remarketed Notes sold in such Remarketing; (ii) each purchaser (or the Depository Participant thereof) of Remarketed Notes of the Reset Rate and the aggregate principal amount of Remarketed Notes such purchaser is to purchase; (iii) each such purchaser (if other than a Depository Participant) to give instructions to its Depository Participant to pay the purchase price on the Remarketing Settlement Date in same day funds against delivery of the Remarketed Notes purchased through the facilities of the Depository; and (iv) each such purchaser (or Depository Participant thereof) that the Remarketed Notes will not be delivered until the Remarketing Settlement Date and (if applicable) that if such purchaser wishes to trade the Remarketed Notes that it has purchased prior to the second Business Day preceding the Remarketing Settlement Date, such purchaser will have to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. In the case of a Public Remarketing, the Remarketing Agents shall also, if required by Applicable Securities Laws, deliver, in conformity with the requirements of Applicable Securities Laws, to each purchaser a Final Prospectus in connection with such Public Remarketing (or, in lieu thereof, a notice complying with Securities Act Rule 173). (g) The proceeds from a Successful Remarketing (i) with respect to the Notes underlying the Pledged Applicable Ownership Interests in Notes that are components of the Corporate Units and (ii) with respect to the Separate Notes, in each case, shall be applied in accordance with Section 5.02 of the Purchase Contract and Pledge Agreement. (h) It is understood and agreed that the Remarketing Agents 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 surrender 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. Neither the Corporation nor the Remarketing Agents shall be obligated in any case to provide funds to make payment upon surrender of the Remarketed Notes for Remarketing. (i) If the Remarketing is a Public Remarketing, (i) each Remarketing Agent represents and warrants that prior to the commencement of any “road show” (within the meaning of NI 41-101) undertaken in connection with the marketing of the Notes, such Remarketing Agent has, and will have, a reasonable expectation that the Notes will be sold primarily in the United States; and (ii) from the date of commencement of the distribution of the Notes to the date such distribution ceases, the Remarketing Agent will not make use of any “bluesheet” or provide any other “marketing materials” or “standard term sheets” (as such terms are defined in NI 41-101) in respect of the Notes without the approval of the Corporation and the Representatives.

Appointment and Obligations of the Remarketing Agents. (a) The Corporation Company hereby appoints BofA Securities, Inc., CIBC World Markets Corp. and RBC Capital Markets, LLC the Remarketing Agents listed on Schedule A hereto as the exclusive initial Remarketing Agents, and, subject to and the terms and conditions set forth herein, each of BofA Securities, Inc., CIBC World Markets Corp. and RBC Capital Markets, LLC severally Remarketing Agents listed on Schedule A hereto hereby accepts the accept appointment as a the initial Remarketing AgentAgents, for the purpose of: of (i) Remarketing remarketing the Remarketed Notes Securities on behalf of the holders thereof; Trust, (ii) determining, in consultation with the Corporation, in the manner provided for herein and in the Purchase Contract and Pledge Agreement and the Supplemental Indenture, establishing the Reset Rate or Reset Spread for the Notes; Securities in connection with the Remarketing, and (iii) performing such other duties as are assigned to the Remarketing Agent Agents in the Transaction DocumentsRemarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures. (b) Unless In the event that a Termination Event Holder has occurred prior to made a Contingent Exchange Election or a Contingent Disposition Election (as each such dateterm is defined in the Trust Agreement), if the Corporation elects to conduct an Optional Remarketing during the Optional Remarketing Period selected by the Corporation pursuant Company shall provide written instruction to the Purchase Contract and Pledge Agreement, the Remarketing Agents shall use their commercially reasonable efforts Property Trustee to remarket the Remarketed Notes at the applicable Remarketing Price; provided that the Corporation shall determine in its sole discretion if and when give appropriate instructions to attempt an Optional Remarketing, and the Corporation may commence or postpone or cancel an Optional Remarketing in its absolute and sole discretion. In the case of an Optional Remarketing, on any Remarketing Date, the Remarketing Agents shall notify the Corporation, the Collateral Agent and the Quotation Agent of Remarketing Agents to offer for sale in the amount Remarketing, and issue of the U.S. Treasury securities (or principal or interest strips thereof) that will constitute the Treasury Portfolio, which will be selected by if the Remarketing Agents in their sole discretion is a Successful Remarketing (as defined below), sell as part of such Remarketing, a principal amount of Securities as determined in accordance with the Purchase Contract and Pledge Agreement. The Corporation will cause the Quotation Agent to notify the Remarketing Agents Section 5.14 of the Treasury Portfolio Purchase Price no later than 4:00 p.m. New York City time on such Remarketing Date. If any Remarketing Agent is also acting as Quotation Agent, the Quotation Agent shall be entitled to all rights, protections and privileges granted herein to the Remarketing AgentTrust Agreement. (c) If there is no Successful Optional Remarketing during the Optional Remarketing Period or no Optional Remarketing occurs on any Optional Remarketing Date, if any, The Company and unless a Termination Event has occurred prior to such date, on each Remarketing Date in the Final Remarketing Period, the Remarketing Agents shall agree to use their commercially reasonable efforts to remarket sell the Remarketed Notes Securities and obtain a price for all the Remarketed Securities that results in proceeds, net of the fee described in Section 1(i), equal to at least 100% of the applicable Remarketing Price. It is understood aggregate principal amount of the Remarketed Securities tendered, or deemed tendered for purchase, plus accrued and agreed that unpaid interest from and including the Remarketing on any Settlement Date to and excluding April 15, 2011 (the “Remarketing Date in the Final Remarketing Period will be considered successful if the resulting proceeds are at least equal to the applicable Remarketing Price. The Corporation has the right to postpone the Final Remarketing in the Corporation’s sole and absolute discretion on any day prior to the last three Business Days of the Final Remarketing PeriodValue”). (d) In connection The Remarketing Agents agree (i) to establish the Reset Rate or Reset Spread in accordance with a Remarketingthe Remarketing Procedures and to notify the Company and the Property Trustee promptly of the Reset Rate or Reset Spread, and (ii) to carry out such other duties as are assigned to the Remarketing Agents shall determinein the Remarketing Procedures, all in consultation accordance with the Corporation, the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent per annum, that the Remarketed Notes should bear (the “Reset Rate”) in order for the Remarketed Notes to have an aggregate market value equal to at least the applicable Remarketing Price and that in the reasonable discretion provisions of the Remarketing Agents will enable them to remarket all of the Remarketed Notes at no less than the applicable Remarketing Price in such Remarketing; provided that such Reset Rate shall not exceed the maximum interest rate permitted by applicable lawProcedures. (e) If, If the Remarketing Agents have found buyers for all of the Securities offered in the Remarketing by 4:00 p.m.P.M., New York City time, on the applicable final day of the Remarketing Date: Period (ia “Successful Remarketing”), the Remarketing Agents shall determine the Reset Rate or Reset Spread in accordance with Section 3.3 of the Supplemental Indenture. In the event of a Successful Remarketing, the Company shall issue a press release through Bloomberg Business News or other reasonable means of distribution stating that such Remarketing was successful and specifying the Reset Rate or Reset Spread and shall post such information on its website on the World Wide Web. (f) If the Remarketing Agents are unable to remarket find buyers for all of the Remarketed Notes, at a price not less than the applicable Remarketing Price pursuant to the terms and conditions hereof; or (ii) Securities offered in the Remarketing did not occur by 4:00 P.M., New York Time, on such Remarketing Date because one the final day of the conditions set forth in Section 6 hereof was not satisfiedRemarketing Period (a “Failed Remarketing”), the Remarketing Agent Agents shall so advise by telephone (and promptly deliver a notice in writing thereafter) to the DepositoryCompany, the Purchase Contract Collateral Agent, the Collateral Agent Custodial Agent, the Property Trustee (on behalf of the Trust) and the Corporation. Whether Trustee that the Remarketing was not successful and the Company shall thereafter issue a press release through Bloomberg Business News or not there other reasonable means of distribution stating that such Remarketing was an unsuccessful remarketing, and publish such information on its website on the World Wide Web. (g) If the Remarketing has been a Failed Remarketing will be determined in the reasonable discretion of by the Remarketing Agents to be a Successful Remarketing in consultation accordance with Section 3.5(a) of the Corporation. In Supplemental Indenture, by approximately 4:30 P.M., New York City time, on the event date of the completion of a Failed Successful Remarketing, the applicable interest rate Remarketing Agents shall notify the Company, the Collateral Agent, the Custodial Agent, the Property Trustee (on behalf of the Notes will not be reset Trust) and will continue to be the Coupon Trustee that the Remarketing was successful and of the Reset Rate set forth or Reset Spread determined as part of such Remarketing in accordance with Article III of the Supplemental Indenture. (fh) In the event of a Successful Remarketing, by approximately 4:30 p.m., New York City time, on the applicable Remarketing Settlement Date, the Company shall enter into the New Supplemental Indenture with the Trustee to reflect the modification of the terms of the Securities, if any, as specified in the Notice. (i) On the Remarketing Settlement Date, the Remarketing Agents shall adviseretain as a remarketing fee an amount to be specified in the Pricing Agreement and shall deliver to U.S. Bank National Association, by telephone (and promptly deliver a notice as registrar, the net proceeds of the sale of the Remarketed Securities, for deposit in writing thereafter):the Collateral Account in accordance with the terms of the Collateral Agreement. Holders whose Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for payment of any remarketing fee in connection therewith. (ij) If fewer than all of the DepositoryRemarketed Securities are remarketed in accordance with the terms hereof, the Purchase Contract Remarketing shall be deemed to have failed as to all Remarketed Securities. (k) 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 Property Trustee, the Custodial Agent, the U.S. Indenture Trustee, the Collateral Agent, the Custodial Agent and the Corporation (and promptly deliver a notice in writing to such Persons thereafter) of the Reset Rate with respect to the Notes and the aggregate principal amount of Remarketed Notes sold in such Remarketing; (ii) each purchaser (or the Depository Participant thereof) of Remarketed Notes of the Reset Rate and the aggregate principal amount of Remarketed Notes such purchaser is to purchase; (iii) each such purchaser (if other than a Depository Participant) Trustee to give instructions to its Depository Participant to pay the purchase price on the Remarketing Settlement Date in same day funds against delivery of the Remarketed Notes purchased through the facilities of the Depository; and (iv) each such purchaser (or Depository Participant thereof) that the Remarketed Notes will not be delivered until the Remarketing Settlement Date and (if applicable) that if such purchaser wishes to trade the Remarketed Notes that it has purchased prior to the second Business Day preceding the Remarketing Settlement Date, such purchaser will have to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. In the case of a Public Remarketing, the Remarketing Agents shall also, if required by Applicable Securities Laws, deliver, in conformity with the requirements notice of Applicable Securities Laws, to each purchaser a Final Prospectus in connection with all such Public Remarketing (or, in lieu thereof, a notice complying with Securities Act Rule 173)defaults and events of which such trustee or agent is aware. (g) The proceeds from a Successful Remarketing (i) with respect to the Notes underlying the Pledged Applicable Ownership Interests in Notes that are components of the Corporate Units and (ii) with respect to the Separate Notes, in each case, shall be applied in accordance with Section 5.02 of the Purchase Contract and Pledge Agreement. (hl) It is understood and agreed that the Remarketing Agents shall not have any obligation whatsoever to purchase any Remarketed NotesSecurities, whether in the Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon surrender tender of Remarketed Notes Securities 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 Remarketing Agreement. Neither the Corporation nor the Remarketing Agents shall be obligated in any case to provide funds to make payment upon surrender of the Remarketed Notes for Remarketing. (i) If the Remarketing is a Public Remarketing, (i) each Remarketing Agent represents and warrants that prior to the commencement of any “road show” (within the meaning of NI 41-101) undertaken in connection with the marketing of the Notes, such Remarketing Agent has, and will have, a reasonable expectation that the Notes will be sold primarily in the United States; and (ii) from the date of commencement of the distribution of the Notes to the date such distribution ceases, the Remarketing Agent will not make use of any “bluesheet” or provide any other “marketing materials” or “standard term sheets” (as such terms are defined in NI 41-101) in respect of the Notes without the approval of the Corporation and the Representatives.

Appointment and Obligations of the Remarketing Agents. (a) The Corporation Pursuant to Section 5.2(b)(i) of the Purchase Contract Agreement, the Purchase Contract Agent, in consultation with, and with the approval of, the Company, and as attorney-in-fact for the holders of the Units, hereby appoints BofA Securitiesthe several remarketing agents named in Schedule I hereto as Remarketing Agents and Citigroup Global Markets Inc. as Representative of the Remarketing Agents. The Representative, Inc., CIBC World Markets Corp. and RBC Capital Markets, LLC as on behalf of the exclusive Remarketing Agents, and, subject to the terms and conditions set forth herein, each of BofA Securities, Inc., CIBC World Markets Corp. and RBC Capital Markets, LLC severally hereby accepts such appointment for the appointment as a Remarketing Agent, benefit of holders of the Trust Preferred Securities to be remarketed and for the purpose of: of (i) Remarketing the remarketing (“Remarketing”) of the Remarketed Notes Trust Preferred Securities (as defined below) pursuant to the remarketing procedures, as set forth in the Purchase Contract Agreement, the Pledge Agreement and the Declaration, as the case may be (such procedures, the “Remarketing Procedures”), on behalf of the holders thereof; thereof and (ii) determining, in consultation with the Corporation, in the manner provided for herein and in the Purchase Contract and Pledge Agreement and the Supplemental Indenture, the Reset Rate for the Notes; and (iii) performing such other duties as are assigned to the Remarketing Agent Agents in the Transaction DocumentsRemarketing Procedures and the Declaration, all in accordance with and pursuant to the Remarketing Procedures and the Declaration. (b) Unless a Termination Event has occurred prior The Remarketing Agents agree to use commercially reasonable best efforts to remarket the Remarketed Trust Preferred Securities in the Remarketing, and the Representative agrees (i) to notify the Company, the Trust, the Depositary and the Indenture Trustee promptly of the Reset Rate (as defined in the Declaration) in accordance with the Declaration and (ii) to establish the Reset Rate and carry out such date, if the Corporation elects to conduct an Optional Remarketing during the Optional Remarketing Period selected by the Corporation pursuant other duties as are assigned to the Purchase Contract Representative in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures and Pledge Agreementthe Declaration. (c) On the third Business Day immediately preceding February 15, 2004 (the “Remarketing Date”), the Remarketing Agents shall use their commercially reasonable best efforts to remarket the Remarketed Notes remarket, at the applicable Remarketing Price; provided that the Corporation shall determine in its sole discretion if and when a price equal to attempt an Optional Remarketing, and the Corporation may commence or postpone or cancel an Optional Remarketing in its absolute and sole discretion. In the case at least 100.25% of an Optional Remarketing, on any Remarketing Date, the Remarketing Agents shall notify Value, Trust Preferred Securities subject to the Corporation, Remarketing as notified to the Collateral Representative by the Purchase Contract Agent and the Quotation Agent of the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) that will constitute the Treasury Portfolio, which will be selected by the Remarketing Agents in their sole discretion in accordance with the Purchase Contract and Pledge Agreement. The Corporation will cause the Quotation Agent to notify the Remarketing Agents of the Treasury Portfolio Purchase Price no later than 4:00 p.m. New York City time on such Remarketing Date. If any Remarketing Agent is also acting as Quotation Custodial Agent, on or prior to the Quotation Agent shall be entitled to all rights, protections and privileges granted herein first Business Day prior to the Remarketing Agent. Date (c) If there is no Successful Optional Remarketing during the Optional Remarketing Period or no Optional Remarketing occurs on any Optional Remarketing Date, if any, and unless a Termination Event has occurred prior to such date, on each Remarketing Date in the Final Remarketing Period, the Remarketing Agents shall use their commercially reasonable efforts to remarket the “Remarketed Notes at the applicable Remarketing Price. It is understood and agreed that the Remarketing on any Remarketing Date in the Final Remarketing Period will be considered successful if the resulting proceeds are at least equal to the applicable Remarketing Price. The Corporation has the right to postpone the Final Remarketing in the Corporation’s sole and absolute discretion on any day prior to the last three Business Days of the Final Remarketing PeriodTrust Preferred Securities”). (d) In connection with If, as a Remarketingresult of the efforts described in Section 1(c), the Remarketing Agents shall determine, in consultation with the Corporation, the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent per annum, Representative determines that the Remarketed Notes should bear (the “Reset Rate”) in order for the Remarketed Notes to have an aggregate market value equal to at least the applicable Remarketing Price and that in the reasonable discretion of the Remarketing Agents will enable them be able to remarket all Remarketed Trust Preferred Securities for purchase at a price of 100.25% of the Remarketed Notes at no less than the applicable Remarketing Price in such Remarketing; provided that such Reset Rate shall not exceed the maximum interest rate permitted by applicable law. (e) If, by Value prior to 4:00 p.m.P.M., New York City time, on the applicable Remarketing Date: , the Representative shall (i) determine the Reset Rate that will enable the Remarketing Agents to remarket all Remarketed Trust Preferred Securities, but in no event will the Reset Rate be lower than 7.00%, and (ii) purchase, for settlement no later than the third Business Day following the Remarketing Date, the Agent-purchased Treasury Consideration (as defined in the Purchase Contract Agreement). (e) If, notwithstanding the efforts described in Section 1(c), the Representative, in consultation with the Company, determines that the Remarketing Agents cannot remarket the Remarketed Trust Preferred Securities on the Remarketing Date, the Representative will, in consultation with the Company, direct the Remarketing Agents to continue to attempt to remarket the Remarketed Trust Preferred Securities on one or more occasions until the Stock Purchase Date (as defined in the Purchase Contract Agreement) 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, (ii) a new notice to holders of Normal Units and holders of Separate Trust Preferred Securities shall have been delivered in accordance with Section 5.2(b)(i) of the Purchase Contract Agreement at least five business days prior to any Subsequent Remarketing and (iii) 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 Stock Purchase Date (as defined in the Purchase Contract Agreement). (f) If, by 4:00 P.M., New York City time, on the Remarketing Date (including a Remarketing Date of any Subsequent Remarketing), the Representative, in consultation with the Company, determines that the Remarketing Agents are unable to remarket all of the Remarketed NotesTrust Preferred Securities, at a price not less than failed Remarketing (“Failed Remarketing”) shall be deemed to have occurred, and the applicable Remarketing Price pursuant to the terms and conditions hereof; or (ii) the Remarketing did not occur Representative shall, on such Remarketing Date because one of the conditions set forth in Section 6 hereof was not satisfieddate, the Remarketing Agent shall so advise by telephone (and promptly deliver a notice confirm in writing thereafterwriting) to the Depository, the Purchase Contract Agent, the Indenture Trustee, the Company, the Trust, the Collateral Agent and the Corporation. Whether or not there has been a Failed Remarketing will be determined in Property Trustee. (g) On the reasonable discretion of the Remarketing Agents in consultation with the Corporation. In the event of a third Business Day following any Failed Remarketing, the applicable interest rate on Representative shall, to the Notes will not be reset extent it has received any Remarketed Trust Preferred Securities from the Collateral Agent or the Custodial Agent, remit (i) to the Collateral Agent the Remarketed Trust Preferred Securities comprised of the Pledged Trust Preferred Securities, and will continue (ii) to be the Coupon Rate set forth in Custodial Agent the Supplemental Indenturebalance of the Remarketed Trust Preferred Securities. (fh) In the event of a Successful Remarketing, by 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 Representative shall advise, by telephone (and promptly deliver a notice in writing thereafter): (i) the DepositoryCompany, the Trust, the Purchase Contract Agent, the U.S. Indenture Trustee, the Collateral Agent, the Custodial Agent Depositary and the Corporation (and promptly deliver a notice in writing to such Persons thereafter) Indenture Trustee of the Reset Rate with respect to determined in the Notes Remarketing and the aggregate principal amount number of Remarketed Notes sold Trust Preferred Securities remarketed in such the Remarketing; , (ii) each purchaser (or the Depository Depositary Participant thereof) of purchasing Remarketed Notes Trust Preferred Securities sold in the Remarketing of the Reset Rate and the aggregate principal amount number of Remarketed Notes Trust Preferred Securities such purchaser is to purchase; purchase and (iii) each such purchaser (if other than a Depository Participant) to give instructions to its Depository Depositary Participant to pay the purchase price on or prior to the third Business Day after the Remarketing Settlement Date in same day funds against delivery of the Remarketed Notes Trust Preferred Securities purchased through the facilities of the Depository; and (iv) each such purchaser (or Depository Participant thereof) that the Remarketed Notes will not be delivered until the Remarketing Settlement Date and (if applicable) that if such purchaser wishes to trade the Remarketed Notes that it has purchased prior to the second Business Day preceding the Remarketing Settlement Date, such purchaser will have to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. In the case of a Public Remarketing, the Remarketing Agents shall also, if required by Applicable Securities Laws, deliver, in conformity with the requirements of Applicable Securities Laws, to each purchaser a Final Prospectus in connection with such Public Remarketing (or, in lieu thereof, a notice complying with Securities Act Rule 173). (g) The proceeds from a Successful Remarketing (i) with respect to the Notes underlying the Pledged Applicable Ownership Interests in Notes that are components of the Corporate Units and (ii) with respect to the Separate Notes, in each case, shall be applied in accordance with Section 5.02 of the Purchase Contract and Pledge Agreement. (h) It is understood and agreed that the Remarketing Agents 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 surrender 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. Neither the Corporation nor the Remarketing Agents shall be obligated in any case to provide funds to make payment upon surrender of the Remarketed Notes for RemarketingDepositary. (i) If In accordance with the Depositary’s normal procedures, on the Remarketing is a Public Remarketing,Date (or any Subsequent Remarketing Date), the transactions described above with respect to each Remarketed Trust Preferred Security shall be executed through the Depositary, and the accounts of the respective Depositary participants shall be debited and credited, respectively, and such Trust Preferred Securities delivered by book-entry as necessary to effect purchases and remarketings of such Trust Preferred Securities. (ij) On the Remarketing Date (or any Subsequent Remarketing Date), the tender and settlement procedures set forth in this Section 1, including provisions for payment by purchasers of the Trust Preferred Securities in the Remarketing, shall, in consultation with the Company, be subject to modification to the extent required by the Depositary or if the book-entry system is no longer available for the Trust Preferred Securities at the time of the Remarketing, to facilitate the tendering and remarketing of the Trust Preferred Securities in certificated form. In addition, the Representative, in consultation with the Company, may modify the settlement procedures set forth herein in order to facilitate the settlement process. (k) On the Remarketing Closing Date, in the event of a successful Remarketing, the Representative shall remit to the Collateral Agent for deposit to the Collateral Account through the Purchase Contract Agent the Agent-purchased Treasury Consideration. (l) On the Remarketing Closing Date, in the event of a successful Remarketing, the Representative shall retain as a remarketing fee for itself and the other Remarketing Agents an amount not exceeding 25 basis points (0.25%) of the total proceeds from the sale of the Remarketed Trust Preferred Securities and each Remarketing Agent represents and warrants that prior shall be entitled to the commencement of any “road show” (within the meaning of NI 41-101) undertaken in connection with the marketing portion of the Notesremarketing fees set forth in Schedule I hereto. The Representative shall use the portion of the proceeds attributable to the Trust Preferred Securities that were components of Equity Security Units to purchase (in open market or at treasury auction, such in its discretion) the amount and types of U.S. Treasury securities set forth in clauses (A) and (B) of the definition of “Remarketing Agent has, and will have, a reasonable expectation that the Notes will be sold primarily Value” in the United States; andDeclaration and shall deliver such securities through the Purchase Contract Agent to the Collateral Agent for deposit to the Collateral Account 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 Representative shall remit the portion of the proceeds (less the remarketing fees) pro rata to the original amount attributable to the Remarketed Trust Preferred Securities that were not components of Equity Security Units to the holders of such Trust Preferred Securities. No later than the third Business Day following the Remarketing Date, the Representative shall remit the remaining balance of the proceeds, if any, to the Purchase Contract Agent for the benefit of the Holders of Equity Security Units participating in the Remarketing. (iim) from the date of commencement Terms of the distribution Remarketing of the Notes to Trust Preferred Securities are also set forth in the date such distribution ceasesPurchase Contract Agreement, the Remarketing Agent will not make use of any “bluesheet” or provide any other “marketing materials” or “standard term sheets” (as such terms are defined in NI 41-101) in respect of the Notes without the approval of the Corporation Pledge Agreement and the RepresentativesDeclaration.

Appointment and Obligations of the Remarketing Agents. (a) The Corporation Company hereby appoints BofA Securities, Inc., CIBC World Markets Corp. and RBC Capital Markets, LLC Deutsche Bank as the exclusive initial Remarketing AgentsAgent, and, subject to the terms and conditions set forth herein, each of BofA Securities, Inc., CIBC World Markets Corp. and RBC Capital Markets, LLC severally Deutsche Bank hereby accepts the appointment as a Remarketing Agent, for the purpose of: of (i) Remarketing the Remarketed Notes Securities on behalf of the holders thereof; , (ii) determining, establishing the Reset Rates (as defined below) for the Securities in consultation connection with the Corporation, in the manner provided for herein and in the Purchase Contract and Pledge Agreement and the Supplemental Indenture, the Reset Rate for the Notes; Remarketing and (iii) performing such other duties as are assigned to the Remarketing Agent Agents in the Transaction DocumentsRemarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures. (b) Unless a Termination Event has occurred prior The Remarketing Agents agree (i) to such date, if use commercially reasonable efforts to remarket the Corporation elects to conduct an Optional Remarketing during the Optional Remarketing Period selected by the Corporation pursuant Remarketed Securities tendered or deemed tendered to the Remarketing Agents in the Remarketing, (ii) to establish the Reset Rates in accordance with the Remarketing Procedures and to notify the Company, the Trustee and the Stock Purchase Contract Agent promptly of the Reset Rates and Pledge Agreement(iii) 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) On the Remarketing Date, the Remarketing Agents shall use their commercially reasonable efforts to remarket the Remarketed Notes Securities tendered or deemed tendered for purchase, at a price which results in cash proceeds equal to at least the applicable sum of (i) the remarketing fee to be paid to the Remarketing Agents in connection with the Remarketing in an amount to be specified in the Pricing Agreement (such fee, the “Remarketing Fee”), (ii) 100% of the aggregate principal amount of such Remarketed Securities, (iii) the accrued and unpaid interest to, but not including, the Initial Scheduled Third Stock Purchase Date on such Remarketed Securities and (iv) the product of five basis points (0.05%) and the aggregate principal amount of such Remarketed Securities (such sum, the “Remarketing Price; provided that ”). (d) On the Corporation shall determine in its sole discretion if and when to attempt an Optional Remarketing, and the Corporation may commence or postpone or cancel an Optional Remarketing in its absolute and sole discretion. In the case of an Optional Remarketing, on any Remarketing Date, the Remarketing Agents shall notify the Corporation, the Collateral Agent and the Quotation Agent of the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) that will constitute the Treasury Portfolio, which will be selected by the Remarketing Agents in their sole discretion in accordance with the Purchase Contract and Pledge Agreement. The Corporation will cause the Quotation Agent to notify the Remarketing Agents of the Treasury Portfolio Purchase Price no later than 4:00 p.m. New York City time on such Remarketing Date. If any Remarketing Agent is also acting as Quotation Agent, the Quotation Agent shall be entitled to all rights, protections and privileges granted herein to the Remarketing Agent. (c) If there is no Successful Optional Remarketing during the Optional Remarketing Period or no Optional Remarketing occurs on any Optional Remarketing Date, if any, and unless a Termination Event has occurred prior to such date, on each Remarketing Date in the Final Remarketing Period, the Remarketing Agents shall use their commercially reasonable efforts to remarket the Remarketed Notes at the applicable Remarketing Price. It is understood and agreed that the Remarketing on any Remarketing Date in the Final Remarketing Period will be considered successful if the resulting proceeds are at least equal to the applicable Remarketing Price. The Corporation has the right to postpone the Final Remarketing in the Corporation’s sole and absolute discretion on any day prior to the last three Business Days of the Final Remarketing Period. (d) In connection with a Remarketing, the Remarketing Agents shall determine, in consultation with the Corporation, determine the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent per annum(0.001%), that the Remarketed Notes each tranche of Securities should bear (which rate will apply to all Securities of the applicable tranche whether or not such Securities were included in the Remarketing) (the “Reset Rate”) in order for each tranche of the Remarketed Notes Securities to have an aggregate market value generate cash proceeds from the Remarketing equal to at least the applicable Remarketing Price allocable to that tranche and that in the sole reasonable discretion of the Remarketing Agents will enable them to remarket all Remarketed Securities of the Remarketed Notes such tranche tendered or deemed tendered for purchase in such Remarketing at no less than the applicable Remarketing Price in such Remarketingallocable to that tranche; provided that provided, that, each such Reset Rate shall need not, but may, be the same for each tranche of Securities; provided, however, that, unless such requirement has been validly waived by the Company, the Reset Rate may not exceed the maximum interest rate permitted prevailing market yield, as determined by the Remarketing Agents, of the benchmark U.S. treasury security having a remaining maturity that most closely corresponds to the period from the Remarketing Settlement Date until the Stated Maturity of the applicable lawtranche of the Securities (after giving effect to the change in the Stated Maturity of each tranche of the Securities on the Remarketing Settlement Date pursuant to the Indenture), plus 750 basis points per annum; provided, further, that neither Reset Rate may be less than 0% per annum. (e) IfIn the event of a Remarketing that is not a Successful Remarketing, by 4:00 p.m.the Remarketing Agents shall promptly remit (i) to the Custodial Agent the Remarketed Securities, if any, that are no longer a component of the Units (“Separate Securities”), and (ii) to the Collateral Agent the balance of the Remarketed Securities. (f) By no later than 4:30 P.M., New York City time, on the applicable Remarketing Settlement Date: (i) the Remarketing Agents are unable to remarket all of the Remarketed Notes, at a price not less than the applicable Remarketing Price 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 6 hereof was not satisfied, the Remarketing Agent shall advise by telephone (and promptly deliver a notice in writing thereafter) to the Depository, the Purchase Contract Agent, the Collateral Agent and the Corporation. Whether or not provided that there has been a Failed Remarketing will be determined in the reasonable discretion of the Remarketing Agents in consultation with the Corporation. In the event of a Failed Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate set forth in the Supplemental Indenture. (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 Agents shall advise, by telephone (and promptly deliver a notice in writing thereafter): (i) the Depositorytelephone, the Company, the Stock Purchase Contract Agent, the U.S. Indenture Trustee, the Collateral Agent, the Custodial Agent and the Corporation (Trustee that the Remarketing was a Successful Remarketing and promptly deliver a notice in writing to such Persons thereafter) of the Reset Rate with respect to Rates determined in the Notes Remarketing and the aggregate principal amount of Remarketed Notes Securities sold in such the Remarketing;. (iig) each purchaser In accordance with The Depository Trust Company’s (or the Depository Participant thereof“Depositary”) of Remarketed Notes of the Reset Rate and the aggregate principal amount of Remarketed Notes such purchaser is to purchase; (iii) each such purchaser (if other than a Depository Participant) to give instructions to its Depository Participant to pay the purchase price normal procedures, on the Remarketing Settlement Date in same day funds against delivery of the Remarketed Notes purchased through the facilities of the Depository; and (iv) each such purchaser (or Depository Participant thereof) that the Remarketed Notes will not be delivered until the Remarketing Settlement Date and (if applicable) that if such purchaser wishes to trade the Remarketed Notes that it has purchased prior to the second Business Day preceding the Remarketing Settlement Date, the transactions described above with respect to each Remarketed Security 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 purchaser will have Remarketed Securities delivered by book-entry as necessary to specify an alternative effect purchases and sales of such Remarketed Securities. (h) On the Remarketing Settlement Date, the tender and settlement cycle 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 any such trade the Remarketing, to prevent failed settlementfacilitate the tendering and remarketing of the Remarketed Securities in certificated form. In addition, the case of a Public RemarketingRemarketing 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 also, if required by Applicable Securities Laws, deliver, in conformity with deduct the requirements Remarketing Fee from the gross proceeds of Applicable Securities Laws, to each purchaser a Final Prospectus in connection with the Remarketing and shall remit any proceeds remaining after such Public Remarketing (or, in lieu thereof, a notice complying with Securities Act Rule 173). (g) The proceeds from a Successful Remarketing deduction as follows: (i) with respect to the Notes underlying extent such net proceeds relate to Remarketed Securities that form part of any Normal Common Equity Unit (as defined in the Pledged Applicable Ownership Interests in Notes that are components of Stock Purchase Contract Agreement), to the Corporate Units Securities Intermediary and (ii) with respect to the extent such net proceeds relate to the Separate NotesSecurities that were included in the Remarketing as Remarketed Securities to, or at the direction of, the Custodial Agent for payment to the holders of such Separate Securities. Holders whose First Tranche Series E Debt Securities and Second Tranche Series E Debt Securities are remarketed pursuant to this Remarketing Agreement will not otherwise be responsible for the payment of any Remarketing Fee in each case, shall be applied connection therewith. (j) If fewer than all of the Remarketed Securities are remarketed in accordance with Section 5.02 of the Purchase Contract and Pledge Agreementterms hereof, the Remarketing shall be deemed to have failed as to all Remarketed Securities. (hk) It 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 understood continuing under the Indenture, then the obligations and agreed that duties of the Remarketing Agents 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 surrender 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 AgreementRemarketing Agreement shall be suspended until such default or event has been cured. Neither The Company will promptly cause the Corporation nor Trustee, the Stock Purchase Contract Agent and the Collateral Agent to give the Remarketing Agents shall be obligated in any case to provide funds to make payment upon surrender notice of the Remarketed Notes for Remarketingall such defaults and events of which such trustee or agent is aware. (i) If the Remarketing is a Public Remarketing, (i) each Remarketing Agent represents and warrants that prior to the commencement of any “road show” (within the meaning of NI 41-101) undertaken in connection with the marketing of the Notes, such Remarketing Agent has, and will have, a reasonable expectation that the Notes will be sold primarily in the United States; and (ii) from the date of commencement of the distribution of the Notes to the date such distribution ceases, the Remarketing Agent will not make use of any “bluesheet” or provide any other “marketing materials” or “standard term sheets” (as such terms are defined in NI 41-101) in respect of the Notes without the approval of the Corporation and the Representatives.

Appointment and Obligations of the Remarketing Agents. (a) The Corporation Company hereby appoints BofA Securitiesthe Remarketing Agents as the exclusive remarketing agents, Inc.and each of the Remarketing Agents, CIBC World Markets Corp. severally and RBC Capital Marketsnot jointly, LLC agrees to accept its appointment as one of the exclusive Remarketing Agents, and, subject to the terms and conditions set forth herein, each of BofA Securities, Inc., CIBC World Markets Corp. and RBC Capital Markets, LLC severally hereby accepts the appointment as a Remarketing Agent, for the purpose of: purposes of (i) Remarketing the Remarketed Senior Notes on behalf of the holders thereof; thereof in the manner set forth in Section 2(b) herein, (ii) determining, in consultation with the CorporationCompany, in the manner provided for herein and in the Purchase Contract and Pledge Agreement and the Supplemental Indenture, the Reset Rate (as defined below) for the Notes; Senior Notes and (iii) performing such other duties as are assigned to the Remarketing Agent Agents in the Transaction Documents. (b) Unless a Termination Event has occurred prior to such date, if the Corporation elects to conduct an Optional Remarketing during the Optional Remarketing Period selected by the Corporation pursuant Subject to the Purchase Contract terms and Pledge Agreementconditions and in reliance upon the representations and warranties set forth or incorporated by reference herein, each of the Remarketing Agents shall agrees, severally and not jointly, to use their commercially its reasonable efforts to remarket the Remarketed Senior Notes at a price per note, based on the applicable Remarketing Price; provided Reset Rate, such that the Corporation shall determine in its sole discretion if and when to attempt an Optional Remarketing, and the Corporation may commence or postpone or cancel an Optional Remarketing in its absolute and sole discretion. In the case aggregate proceeds of an Optional Remarketing, on any Remarketing Date, the Remarketing Agents shall notify the Corporation, the Collateral Agent and the Quotation Agent be equal to approximately 100.25% of the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) that will constitute the Treasury Portfolio, which will be selected by the Remarketing Agents in their sole discretion in accordance with the Purchase Contract and Pledge Agreement. The Corporation will cause the Quotation Agent to notify the Remarketing Agents sum of the Treasury Portfolio Purchase Price no later than 4:00 p.m. New York City time on such and the Separate Senior Notes Purchase Price (the “Remarketing Date. If any Remarketing Agent is also acting as Quotation Agent, the Quotation Agent shall be entitled to all rights, protections and privileges granted herein to the Remarketing AgentPrice”). (c) If there is no Successful Optional Remarketing during the Optional Remarketing Period or no Optional Remarketing occurs on any Optional Remarketing Date, if any, and unless a Termination Event has occurred prior to such date, on each Remarketing Date in the Final Remarketing Period, the Remarketing Agents shall use their commercially reasonable efforts to remarket the Remarketed Notes at the applicable Remarketing Price. It is understood and agreed that the Remarketing on any Remarketing Date in the Final Remarketing Period will be considered successful if the resulting proceeds are at least equal to the applicable Remarketing Price. The Corporation has the right to postpone the Final Remarketing in the Corporation’s sole and absolute discretion on any day prior to the last three Business Days of the Final Remarketing Period. (d) In connection with a the Remarketing, the Remarketing Agents shall determine, in consultation with the CorporationCompany, the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent per annum, that the Remarketed Senior Notes should bear (the “Reset Rate”) in order for the Remarketed Senior Notes to have an aggregate market value equal to at least the applicable Remarketing Price and that in the sole reasonable discretion of the Remarketing Agents will enable them to remarket all of the Remarketed Senior Notes to be remarketed at no less than the applicable Remarketing Price in such Remarketing; provided that such Reset Rate shall not exceed the maximum interest rate permitted by applicable lawPrice. (ed) If, by 4:00 p.m., p.m. (New York City time, ) on the applicable Remarketing Date: (i) , the Remarketing Agents are unable to remarket all of the Remarketed Notes, Senior Notes at a price not less than the applicable Remarketing Price pursuant to the terms and conditions hereof; or (ii) , a Failed Remarketing shall be deemed to have occurred, and the Remarketing did not occur on such Remarketing Date because one of the conditions set forth in Section 6 hereof was not satisfiedAgents shall so advise, by telephone, the Remarketing Agent shall advise by telephone (and promptly deliver a notice in writing thereafter) to the DepositoryDepositary, the Purchase Contract Agent, the Collateral Agent and the CorporationCompany. Whether or not there has been a Failed Remarketing will be determined in the sole reasonable discretion of the Remarketing Agents in consultation with the Corporation. In the event of a Failed Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate set forth in the Supplemental IndentureAgents. (fe) 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 shall advise, by telephone (and promptly deliver a notice in writing thereafter):telephone: (i) the DepositoryDepositary, the Purchase Contract Agent, the U.S. Indenture Trustee, the Collateral Agent, the Custodial Agent Trustee and the Corporation (and promptly deliver a notice in writing to such Persons thereafter) Company of the Reset Rate with respect to determined by the Notes Remarketing Agents in such Remarketing and the aggregate principal amount of Remarketed Senior Notes sold in such Remarketing; (ii) each purchaser (or the Depository Depositary Participant thereof) of Remarketed Senior Notes of the Reset Rate and the aggregate principal amount number of Remarketed Senior Notes such purchaser is to purchase;; and (iii) each such purchaser (if other than a Depository Participant) to give instructions to its Depository Depositary Participant to pay the purchase price on the third Business Day immediately following the Remarketing Settlement Date in same day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the Depository; and (iv) each such purchaser (or Depository Participant thereof) that the Remarketed Notes will not be delivered until the Remarketing Settlement Date and (if applicable) that if such purchaser wishes to trade the Remarketed Notes that it has purchased prior to the second Business Day preceding the Remarketing Settlement Date, such purchaser will have to specify an alternative settlement cycle at the time of any such trade to prevent failed settlementDepositary. In the case of a Public Remarketing, the The Remarketing Agents shall also, if required by Applicable the Securities LawsAct or the rules and regulations of the Commission promulgated thereunder, deliver, in conformity with the requirements of Applicable Securities Laws, deliver to each purchaser a Final Remarketing Prospectus in connection with the Remarketing. (f) Delivery of payment for the Remarketed Senior Notes by the purchasers thereof identified by the Remarketing Agents and payment of the Remarketing Fee (as defined below) shall be made at 10:00 a.m., New York City time, at the offices of Sidley Axxxxx Xxxxx & Wxxx LLP, Cxxxx Tower, 10 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 on November 16, 2005, which date and time may be postponed by agreement between the Remarketing Agents and the Company (the date on which such Public settlement occurs being referred to herein as the “Remarketing Closing Date”). Delivery of the Remarketed Senior Notes and payment of the Remarketing Fee shall be made to the Remarketing Agents against payment by the respective purchasers of the Remarketed Senior Notes of the consideration therefor specified herein, which consideration shall be paid to the Collateral Agent (orin its role as such and, if applicable, as Custodial Agent) for the account of the persons entitled thereto by certified or official bank check or checks drawn on or by a New York Clearing House bank and payable in lieu thereof, a notice complying with Securities Act Rule 173)immediately available funds or in immediately available funds by wire transfer to an account or accounts designated by the Collateral Agent. (g) The proceeds from a Successful Remarketing (i) with respect to the Notes underlying the Pledged Applicable Ownership Interests in Notes that are components of the Corporate Units and (ii) with respect to the Separate Notes, in each case, shall be applied in accordance with Section 5.02 of the Purchase Contract and Pledge Agreement. (h) It is understood and agreed that the Remarketing Agents 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 surrender tender of Remarketed Senior Notes for Remarketing or to otherwise expend or risk its their own funds or incur or to be exposed to financial liability in the performance of its their duties under this Supplemental Agreement. Neither , and without limitation of the Corporation nor foregoing, the Remarketing Agents shall not be deemed underwriters of the Remarketed Senior Notes. The Company shall similarly not be obligated in any case to provide funds to make payment upon surrender tender of the Remarketed Senior Notes for Remarketing. (ih) If The Company acknowledges and agrees that the Remarketing is a Public Remarketing, (i) each Remarketing Agent represents and warrants that prior Agents are acting solely in the capacity of an arm’s length contractual counterparty to the commencement of Company with respect to the Remarketing contemplated hereby, the transactions contemplated by the Remarketing Agreement as supplemented by this Supplemental Agreement or any “road show” (within the meaning of NI 41-101) undertaken in connection with the marketing of the Notes, matters leading up to such Remarketing Agent hastransactions, and will havenot as a financial advisor or a fiduciary to, a reasonable expectation that or an agent of, the Notes will be sold primarily in the United States; and (ii) from the date of commencement of the distribution of the Notes to the date such distribution ceasesCompany, its management, stockholders, creditors or any other person. Additionally, the Remarketing Agent will Agents are not make use of any “bluesheet” advising the Company, its management, stockholders, creditors or provide any other “marketing materials” person as to any legal, tax, investment, accounting or “standard term sheets” (as regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such terms are defined in NI 41-101) in respect matters and shall be responsible for making their own independent investigation and appraisal of the Notes without transactions contemplated hereby, and the approval Remarketing Agents shall have no responsibility or liability to the Company with respect thereto. Any review by the Remarketing Agents of the Corporation Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Remarketing Agents and shall not be on behalf of the RepresentativesCompany, its management, stockholders, creditors or any other person.

Appointment and Obligations of the Remarketing Agents. (a) The Corporation Company hereby appoints BofA Securities, Inc., CIBC World Markets Corp. and RBC Capital Markets, LLC the Remarketing Agents as the exclusive remarketing agents with respect to the Remarketing. Each of the Remarketing Agents, and, subject to the terms and conditions set forth herein, each of BofA Securities, Inc., CIBC World Markets Corp. and RBC Capital Markets, LLC severally hereby accepts the appointment as a Remarketing Agentsuch appointment, severally and not jointly, for the purpose of: of (i) Remarketing remarketing the Remarketed Senior Notes on behalf of the holders thereof; , (ii) determining, in consultation with the CorporationCompany, in the manner provided for herein and in the Purchase Contract and Pledge Agreement and the Supplemental Indenture, the Reset Rate for the Senior Notes; , and (iii) performing such other duties as are assigned to the Remarketing Agent in the Transaction Documents. (b) Unless a Termination Special Event has occurred prior to such date, if the Corporation elects to conduct an Optional Remarketing during the Optional Remarketing Period selected by the Corporation pursuant to the Purchase Contract and Pledge Agreement, the Remarketing Agents shall use their commercially reasonable efforts to remarket the Remarketed Notes at the applicable Remarketing Price; provided that the Corporation shall determine in its sole discretion if and when to attempt an Optional Remarketing, and the Corporation may commence Redemption or postpone or cancel an Optional Remarketing in its absolute and sole discretion. In the case of an Optional Remarketing, on any Remarketing Date, the Remarketing Agents shall notify the Corporation, the Collateral Agent and the Quotation Agent of the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) that will constitute the Treasury Portfolio, which will be selected by the Remarketing Agents in their sole discretion in accordance with the Purchase Contract and Pledge Agreement. The Corporation will cause the Quotation Agent to notify the Remarketing Agents of the Treasury Portfolio Purchase Price no later than 4:00 p.m. New York City time on such Remarketing Date. If any Remarketing Agent is also acting as Quotation Agent, the Quotation Agent shall be entitled to all rights, protections and privileges granted herein to the Remarketing Agent. (c) If there is no Successful Optional Remarketing during the Optional Remarketing Period or no Optional Remarketing occurs on any Optional Remarketing Date, if any, and unless a Termination Event has occurred prior to such date, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date (the “Initial Remarketing Date”), each Remarketing Date in the Final Remarketing Period, of the Remarketing Agents Agents, severally and not jointly, shall use their commercially its reasonable efforts to remarket (“Initial Remarketing”) the Remarketed Senior Notes, at the Remarketing Price. (c) In the case of a Failed Remarketing on the Initial Remarketing Date and unless a Special Event Redemption or a Termination Event has occurred prior to such date, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date (the “Second Remarketing Date”), each of the Remarketing Agents, severally and not jointly, shall use its reasonable efforts to remarket (the “Second Remarketing”) the Remarketed Senior Notes at the applicable Remarketing Price. In the case of a Failed Remarketing on the Second Remarketing Date and unless a Special Event Redemption or a Termination Event has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the “Final Remarketing Date”), each of the Remarketing Agents, severally and not jointly, shall use its reasonable efforts to remarket (the “Final Remarketing”) the Remarketed Senior Notes at the Remarketing Price. It is understood and agreed that the Remarketing on any Remarketing Date in the Final Remarketing Period will be considered successful and no further attempts will be made if the resulting proceeds are at least equal to the applicable Remarketing Price. The Corporation has the right to postpone the Final Remarketing in the Corporation’s sole and absolute discretion on any day prior to the last three Business Days of the Final Remarketing Period. (d) In connection with a each Remarketing, the Remarketing Agents shall determine, in consultation with the CorporationCompany, the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent per annum, that the Remarketed Senior Notes should bear (the “Reset Rate”) in order for the Remarketed Senior Notes to have an aggregate market value equal to at least the applicable Remarketing Price and that in the sole reasonable discretion of the Remarketing Agents will enable them the Remarketing Agents to remarket all of the Remarketed Senior Notes at no less than the applicable Remarketing Price in such Remarketing; provided that such Reset Rate rate shall not exceed the maximum interest rate permitted by applicable law. (e) If, by 4:00 p.m., New York City time, on the applicable Remarketing Date: , (i1) the Remarketing Agents are unable to remarket all of the Remarketed Senior Notes, other than to the Company, at a price not less than the applicable Remarketing Price pursuant to the terms and conditions hereof; hereof or (ii2) the Remarketing did not occur on such Remarketing Date because one of the conditions set forth in Section 6 7 hereof was not satisfied, a Failed Remarketing shall be deemed to have occurred, and the Remarketing Agent Agents shall advise by telephone (and promptly deliver a notice in writing thereafter) to the DepositoryDepositary, the Purchase Contract Agent, the Collateral Agent and the CorporationCompany. Whether or not there has been a Failed Remarketing will be determined in the sole reasonable discretion of the Remarketing Agents in consultation with the Corporation. In the event of a Failed Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate set forth in the Supplemental IndentureAgents. (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 Agents shall advise, by telephone (and promptly deliver a notice in writing thereafter):telephone: (i1) the DepositoryDepositary, the Purchase Contract Agent, the U.S. Indenture Trustee, the Collateral Agent, the Custodial Agent Trustee and the Corporation (and promptly deliver a notice in writing to such Persons thereafter) Company of the Reset Rate with respect to determined by the Notes Remarketing Agents in such Remarketing and the aggregate principal amount of Remarketed Senior Notes sold in such Remarketing; (ii2) each purchaser (or the Depository 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; (iii3) each such purchaser (if other than a Depository Depositary Participant) to give instructions to its Depository Depositary Participant to pay the purchase price on the Remarketing Settlement Date in same day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the DepositoryDepositary; and (iv4) each such purchaser (or Depository Depositary Participant thereof) that the Remarketed Senior Notes will not be delivered until the Remarketing Settlement Date, and, in the case of the Initial Remarketing Date or the Second Remarketing, the Remarketing Settlement Date will be five Business Days or four Business Days, respectively, following the date of such Remarketing and (if applicable) that if such purchaser wishes to trade the Remarketed Senior Notes that it has purchased prior to the second third Business Day preceding the Remarketing Settlement Date, such purchaser will have to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. In the case Each of a Public Remarketing, the Remarketing Agents Agents, severally and not jointly, shall also, if required by Applicable the Securities LawsAct, deliver, in conformity with the requirements of Applicable the Securities LawsAct, to each purchaser a Final Prospectus in connection with such Public Remarketing (or, in lieu thereof, a notice complying with Securities Act Rule 173)the Remarketing. (g) The proceeds from a Successful Remarketing (i) with respect to the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes that are components of the Corporate Units 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, in each case, shall be applied 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 Remarketed Senior Notes to have such Remarketed Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Agents conduct (A) an Initial Remarketing, (B) a Second Remarketing in the event of a Failed Remarketing on the Initial Remarketing Date and (C) a Final Remarketing in the event of a Failed Remarketing on the Second Remarketing Date, each pursuant to the terms of this Agreement, (ii) neither a Special Event Redemption nor a Termination Event has occurred prior to such Remarketing Date, (iii) the Remarketing Agents are able to find a purchaser or purchasers for Remarketed Senior Notes at the Remarketing Price based on the Reset Rate, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agents as and when required. (i) It is understood and agreed that the Remarketing Agents 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 surrender tender of Remarketed Senior Notes for Remarketing or to otherwise expend or risk its or their own funds or incur or to be exposed to financial liability in the performance of its or their duties under this Agreement. Neither the Corporation Company nor any of the Remarketing Agents shall be obligated in any case to provide funds to make payment upon surrender tender of the Remarketed Senior Notes for Remarketing. (i) If the Remarketing is a Public Remarketing, (i) each Remarketing Agent represents and warrants that prior to the commencement of any “road show” (within the meaning of NI 41-101) undertaken in connection with the marketing of the Notes, such Remarketing Agent has, and will have, a reasonable expectation that the Notes will be sold primarily in the United States; and (ii) from the date of commencement of the distribution of the Notes to the date such distribution ceases, the Remarketing Agent will not make use of any “bluesheet” or provide any other “marketing materials” or “standard term sheets” (as such terms are defined in NI 41-101) in respect of the Notes without the approval of the Corporation and the Representatives.

Appointment and Obligations of the Remarketing Agents. (a) The Corporation Company hereby appoints BofA Securities, Inc., CIBC World Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Corp. and RBC Capital Markets, LLC Inc. as the exclusive Remarketing Agents, and, subject to the terms and conditions set forth herein, each of BofA Securities, Inc., CIBC World Xxxxxx Xxxxxxx & Co. Incorporated and Citigroup Global Markets Corp. and RBC Capital Markets, LLC severally Inc. hereby accepts the accept appointment as a Remarketing AgentAgents, for the purpose of: of (i) Remarketing remarketing the Remarketed Senior Notes on behalf of the holders thereof; , (ii) determining, in consultation with the CorporationCompany, in the manner provided for herein and in the Purchase Contract and Pledge Agreement and the Supplemental Indenture, the Reset Rate for the Notes; , and (iii) performing such other duties as are assigned to the Remarketing Agent Agents in the Transaction Documents. (b) Unless a Termination Event has occurred prior The Company or the Purchase Contract Agent, at the Company’s request, shall provide the Remarketing Notice, not later than 10:00 a.m., New York City time, on October 5, 2010, to such dateHolders of Units and holders of Separate Senior Notes of the Remarketing to occur. Such Remarketing Notice shall specify the First Remarketing Date, if the Corporation elects dates of the Remarketing Period, procedures to conduct an Optional be followed in the Remarketing during and specify the Optional Remarketing Period selected by the Corporation pursuant to Cash Settlement Amount payable in accordance with Section 5.02 of the Purchase Contract and Pledge AgreementAgreement if Holders elect not to participate in the Remarketing. Unless a Special Event Redemption or a Termination Event has occurred, on the First Remarketing Date, the Remarketing Agents shall use their commercially reasonable efforts to remarket (the “Initial Remarketing”) the Remarketed Notes Senior Notes, at the applicable Remarketing Price; provided that the Corporation shall determine in its sole discretion if and when to attempt an Optional Remarketing, and the Corporation may commence or postpone or cancel an Optional Remarketing in its absolute and sole discretion. In the case of an Optional Remarketing, on any Remarketing Date, the Remarketing Agents shall notify the Corporation, the Collateral Agent and the Quotation Agent of the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) that will constitute the Treasury Portfolio, which will be selected by the Remarketing Agents in their sole discretion in accordance with the Purchase Contract and Pledge Agreement. The Corporation will cause the Quotation Agent to notify the Remarketing Agents of the Treasury Portfolio Purchase Price no later than 4:00 p.m. New York City time on such Remarketing Date. If any Remarketing Agent is also acting as Quotation Agent, the Quotation Agent shall be entitled to all rights, protections and privileges granted herein to the Remarketing Agent. (c) If there is no Successful Optional In the case of a Failed Remarketing during on the Optional First Remarketing Period or no Optional Remarketing occurs on any Optional Remarketing Date, if any, Date and unless a Special Event Redemption or a Termination Event has occurred prior to such dateoccurred, on each Remarketing successive Business Day to, and including, the earlier of (i) the third Business Day immediately preceding the Purchase Contract Settlement Date in (the “Final Remarketing PeriodDate”) and (ii) the day of Successful Remarketing, the Remarketing Agents shall use their commercially reasonable efforts to remarket the Remarketed Senior Notes at the applicable Remarketing Price. In the event of a Failed Remarketing on the Final Remarketing Date, the provisions of Section 5.02(b)(v) of the Purchase Contract and Pledge Agreement shall govern. It is understood and agreed that the Remarketing on any Remarketing Date in the Final Remarketing Period will be considered successful a “Successful Remarketing” and no further attempts will be made if the resulting proceeds aggregate purchase price agreed to be paid by buyer of Senior Notes in the Remarketing are at least equal to the applicable Remarketing Price. The Corporation has the right to postpone the Final Remarketing in the Corporation’s sole and absolute discretion on any day prior to the last three Business Days of the Final Remarketing Period. (d) In connection with a each Remarketing, the Remarketing Agents shall determine, in consultation with the CorporationCompany, the terms of the Senior Notes, including those which may be modified in connection with the Remarketing pursuant to the Indenture, including the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent per annum, that the Remarketed Senior Notes should bear (the “Reset Rate”) in order for the Remarketed Senior Notes to have an aggregate market value equal to at least the applicable Remarketing Price and that in the sole reasonable discretion of the Remarketing Agents will enable them to remarket all of the Remarketed Senior Notes at no less than the applicable Remarketing Price in such Remarketing; provided that such Reset Rate rate shall not exceed the maximum interest rate permitted by applicable law. (e) If, by 4:00 p.m., New York City time, on the applicable Remarketing Date: , (i1) the Remarketing Agents are unable to remarket all of the Remarketed Senior Notes, other than to the Company, at a price not less than the applicable Remarketing Price pursuant to the terms and conditions hereof; hereof or (ii2) the Remarketing did not occur on such Remarketing Date because one of the conditions set forth in Section 6 hereof was not satisfied, the a “Failed Remarketing” shall be deemed to have occurred. The Remarketing Agent Agents shall advise by telephone (and promptly deliver a notice in writing thereafter) to the DepositoryDepositary, the Purchase Contract Agent, the Collateral Agent and the CorporationCompany of any such Failed Remarketing. Whether or not there has been a Failed Remarketing will be determined in the sole reasonable discretion of the Remarketing Agents in consultation with the Corporation. In the event of a Failed Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate set forth in the Supplemental IndentureAgents. (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 Agents shall advise, by telephone (and promptly deliver a notice in writing thereafter):telephone: (i1) the DepositoryDepositary, the Purchase Contract Agent, the U.S. Indenture Trustee, the Collateral Agent, the Custodial Agent and the Corporation (and promptly deliver a notice in writing to such Persons thereafter) Company of the Reset Rate with respect to determined by the Notes Remarketing Agents in such Remarketing and the aggregate principal amount number of Remarketed Senior Notes sold in such Remarketing; (ii2) each purchaser (or the Depository Depositary Participant thereof) of Remarketed Senior Notes of the Reset Rate and the aggregate principal amount number of Remarketed Senior Notes such purchaser is to purchase; (iii3) each such purchaser (if other than a Depository Depositary Participant) to give instructions to its Depository Depositary Participant to pay the purchase price on the Remarketing Settlement Date in same day funds against delivery of the Remarketed Senior Notes purchased through the facilities of the DepositoryDepositary; and (iv4) each such purchaser (or Depository Depositary Participant thereof) that the Remarketed Senior Notes will not be delivered until the Remarketing Purchase Contract Settlement Date and (if applicable) that if such purchaser wishes to trade the Remarketed Senior Notes that it has purchased prior to the second third Business Day preceding the Remarketing Purchase Contract Settlement Date, such purchaser will have to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. In the case of a Public Remarketing, the The Remarketing Agents shall also, if required by Applicable the Securities LawsAct, deliver, in conformity with the requirements of Applicable the Securities LawsAct, to each purchaser a Final Prospectus in connection with such Public Remarketing (or, in lieu thereof, a notice complying with Securities Act Rule 173)the Remarketing. (g) The proceeds from a Successful Remarketing (i) with respect to the Senior Notes underlying the Pledged Applicable Ownership Interests in Notes that are components of the Corporate Units 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, in each case, shall be applied 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 Remarketed Senior Notes to have such Remarketed Senior Notes remarketed and sold on any Remarketing Date shall be subject to the conditions that (i) the Remarketing Agents conduct (A) an Initial Remarketing and (B) in the event of Failed Remarketing on the First Remarketing Date, a Remarketing on each subsequent Business Day to and including the earlier of (x) the day of Successful Remarketing and (y) the Final Remarketing Date, each pursuant to the terms of this Agreement, (ii) neither a Special Event Redemption nor a Termination Event has occurred prior to such Remarketing Date, (iii) the Remarketing Agents are able to find a purchaser or purchasers for Remarketed Senior Notes at the Remarketing Price based on the Reset Rate, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agents as and when required. (i) It is understood and agreed that the Remarketing Agents 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 surrender 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. Neither the Corporation Company nor the Remarketing Agents shall be obligated in any case to provide funds to make payment upon surrender tender of the Remarketed Senior Notes for Remarketing. (i) If the Remarketing is a Public Remarketing, (i) each Remarketing Agent represents and warrants that prior to the commencement of any “road show” (within the meaning of NI 41-101) undertaken in connection with the marketing of the Notes, such Remarketing Agent has, and will have, a reasonable expectation that the Notes will be sold primarily in the United States; and (ii) from the date of commencement of the distribution of the Notes to the date such distribution ceases, the Remarketing Agent will not make use of any “bluesheet” or provide any other “marketing materials” or “standard term sheets” (as such terms are defined in NI 41-101) in respect of the Notes without the approval of the Corporation and the Representatives.

Appointment and Obligations of the Remarketing Agents. (a) The Corporation Company hereby appoints BofA Securities, Inc., CIBC World Markets Corp. Xxxxxx Brothers Inc. and RBC Wachovia Capital Markets, LLC as joint Remarketing Agents (the exclusive “Remarketing Agents”), and, subject to the terms and conditions set forth herein, each of BofA Securities, Inc., CIBC World Markets Corp. Xxxxxx Brothers Inc. and RBC Wachovia Capital Markets, LLC severally hereby accepts the appointment as a Remarketing Agent, Agent for the purpose of: of (i) Remarketing the remarketing Remarketed Notes Securities on behalf of the holders thereof; thereof and (ii) determining, in consultation with the Corporation, in the manner provided for herein and in the Purchase Contract and Pledge Agreement and the Supplemental Indenture, the Reset Rate for the Notes; and (iii) performing such other duties as are assigned to the Remarketing Agent Agents in the Transaction DocumentsRemarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures. (b) Unless a Termination Event has occurred prior to such date, if the Corporation elects to conduct an Optional Remarketing during the Optional Remarketing Period selected by the Corporation pursuant to the Purchase Contract and Pledge Agreement, Each of the Remarketing Agents shall agree (i) to use their commercially reasonable efforts to remarket the Remarketed Notes at the applicable Remarketing Price; provided that the Corporation shall determine in its sole discretion if and when Securities tendered or deemed tendered to attempt an Optional Remarketing, and the Corporation may commence or postpone or cancel an Optional Remarketing in its absolute and sole discretion. In the case of an Optional Remarketing, on any Remarketing Date, the Remarketing Agents shall notify the Corporation, the Collateral Agent and the Quotation Agent of the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) that will constitute the Treasury Portfolio, which will be selected by the Remarketing Agents in their sole discretion any Remarketing, (ii) to notify the Company of the new Fixed Rate, if any, established pursuant to any Remarketing, and (iii) to carry out such other duties as are assigned to the Remarketing Agents in the Remarketing Procedures, all in accordance with the Purchase Contract and Pledge Agreement. The Corporation will cause the Quotation Agent to notify provisions of the Remarketing Agents of the Treasury Portfolio Purchase Price no later than 4:00 p.m. New York City time on such Remarketing Date. If any Remarketing Agent is also acting as Quotation Agent, the Quotation Agent shall be entitled to all rights, protections and privileges granted herein to the Remarketing AgentProcedures. (c) If there On any date during which a Remarketing is no Successful Optional Remarketing during the Optional Remarketing Period or no Optional Remarketing occurs on any Optional Remarketing Date, if any, and unless a Termination Event has occurred prior to such date, on each Remarketing Date in the Final Remarketing Periodbeing conducted, the Remarketing Agents shall use their commercially reasonable efforts to remarket the Remarketed Notes remarket, at the applicable Remarketing Price. It is understood and agreed that the Remarketing on any Remarketing Date in the Final Remarketing Period will be considered successful if the resulting proceeds are at least a price equal to the applicable Remarketing Price. The Corporation has the right to postpone the Final Remarketing in the Corporation’s sole and absolute discretion on any day prior to the last three Business Days of the Final Remarketing Period$1,000 per Share, Remarketed Securities tendered or deemed tendered for purchase. (d) In connection with If, as a Remarketingresult of the Remarketing Agents’ efforts described in Section 1(c), the Remarketing Agents have determined on any date during which a Remarketing is being conducted that they will be able to remarket all Remarketed Securities tendered or deemed tendered for purchase at a price of $1,000 per Share (including any accrued and unpaid distributions or interest, the “Remarketing Purchase Price”) prior to 4:00 P.M., New York City time, on such date (any such date of determination, a “Remarketing Date”), the Remarketing Agents shall determinedetermine the Fixed Rate resulting from such Remarketing and to be applicable to the next succeeding Distribution Period, in consultation with the Corporation, which shall be the rate per annum, annum (rounded to the nearest one-thousandth (0.001) of one percent per annum, that the Remarketed Notes should bear (the “Reset Rate”) in order for the Remarketed Notes to have an aggregate market value equal to at least the applicable Remarketing Price and that in the reasonable discretion of which the Remarketing Agents determine, in their judgment, to be the lowest rate per annum, if any, that will enable them to remarket all of Remarketed Securities tendered or deemed tendered for Remarketing at the Remarketed Notes at no less than the applicable Remarketing Price in such Remarketing; provided that such Reset Rate shall not exceed the maximum interest rate permitted by applicable lawPurchase Price. (e) IfIf any holder of Remarketed Securities submits a Notice of Election to tender some or all of its Shares in a Remarketing and separately notifies the Remarketing Agents that such holder desires to continue to hold a number of Shares, but only if the Fixed Rate determined by 4:00 p.m.the applicable Remarketing is not less than a specified rate per annum, the Remarketing Agents shall give priority to such holder’s purchase of such number of Remarketed Securities in the Remarketing, provided that the new Fixed Rate is not less than such specified rate. (f) By approximately 4:30 P.M., New York City time, on the applicable Remarketing Date: (i) the Remarketing Agents are unable to remarket all of the Remarketed Notes, at a price not less than the applicable Remarketing Price 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 6 hereof was not satisfied, the Remarketing Agent shall advise by telephone (and promptly deliver a notice in writing thereafter) to the Depository, the Purchase Contract Agent, the Collateral Agent and the Corporation. Whether or not there has been a Failed Remarketing will be determined in the reasonable discretion of the Remarketing Agents in consultation with the Corporation. In the event of a Failed Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Coupon Rate set forth in the Supplemental Indenture. (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 Agents shall advise, by telephone (and promptly deliver a notice in writing thereafter): telephone, (i) the DepositoryDepository Trust Company (the “DTC”) participant who will receive a credit for the Shares on DTC’s records (the “Depositary Participant”), the Purchase Contract Agent, the U.S. Indenture Trustee, the Collateral Agent, the Custodial Agent Company and the Corporation (and promptly deliver a notice in writing to such Persons thereafter) Calculation Agent of the Reset any new Fixed Rate with respect established pursuant to the Notes Remarketing and the aggregate principal amount number of Remarketed Notes Securities sold in such the Remarketing; , (ii) each purchaser of Remarketed Securities (or the Depository Depositary Participant thereof) of Remarketed Notes of the Reset such new Fixed Rate and the aggregate principal amount number of Remarketed Notes Securities such purchaser is to purchase; purchase and (iii) each such purchaser (if other than a Depository Participant) to give instructions to its Depository Depositary Participant to pay the purchase price on the Remarketing Settlement Date in same day funds against delivery of the Remarketed Notes Securities purchased through the facilities of the Depository; and (iv) each such purchaser (or Depository Participant thereof) that the Remarketed Notes will not be delivered until the Remarketing Settlement Date and (if applicable) that if such purchaser wishes to trade the Remarketed Notes that it has purchased prior to the second Business Day preceding the Remarketing Settlement Date, such purchaser will have to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. In the case of a Public Remarketing, the Remarketing Agents shall also, if required by Applicable Securities Laws, deliver, in conformity with the requirements of Applicable Securities Laws, to each purchaser a Final Prospectus in connection with such Public Remarketing (or, in lieu thereof, a notice complying with Securities Act Rule 173)Depositary Participant. (g) The proceeds from a Successful If, by 4:00 P.M., New York City time, on the third business day prior to the Remarketing Settlement Date applicable to the Remarketing (isuch third business day, a “Remarketing Expiration Date”) with respect the Remarketing Agents are unable to remarket all Remarketed Securities tendered or deemed tendered for purchase at the Notes underlying Remarketing Price, the Pledged Applicable Ownership Interests in Notes Remarketing Agents shall, by approximately 4:30 P.M., New York City time, on such date, advise by telephone the Depositary Participant, the Company and the Calculation Agent that are components of the Corporate Units and (ii) with respect to Distribution Rate for the Separate Notes, in each case, shall Series D Preferred Shares for the next succeeding Distribution Period will be applied a Floating Rate determined in accordance with Section 5.02 of the Purchase Contract and Pledge AgreementSeries D Articles Supplementary. (h) It is understood and agreed that the Remarketing Agents 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 surrender 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. Neither the Corporation nor the Remarketing Agents shall be obligated in any case to provide funds to make payment upon surrender of the Remarketed Notes for Remarketing. (i) If the Remarketing is a Public Remarketing, (i) each Remarketing Agent represents and warrants that prior to the commencement of any “road show” (within the meaning of NI 41-101) undertaken in connection with the marketing of the Notes, such Remarketing Agent has, and will have, a reasonable expectation that the Notes will be sold primarily in the United States; and (ii) from the date of commencement of the distribution of the Notes to the date such distribution ceases, the Remarketing Agent will not make use of any “bluesheet” or provide any other “marketing materials” or “standard term sheets” (as such terms are defined in NI 41-101) in respect of the Notes without the approval of the Corporation and the Representatives.