Common use of Company Elections in Connection with Remarketing Clause in Contracts

Company Elections in Connection with Remarketing. In connection with Remarketings, the Company shall have the right hereunder to change certain terms of the Series A Debentures as provided below in this Section 2.12. By not later than the 25th Business Day prior to each Remarketing Date, the Company will specify the following information or elections in a notice to the Remarketing Agent, the Property Trustee, the Trustee and the Stock Purchase Contract Agent (paragraph (a) through (e) applying only if the Remarketing is Successful and paragraph (f) applying only if the related Remarketing is the Final Failed Remarketing): (a) whether from and after the Remarketing Settlement Date the Series A Debentures will pay interest in cash (it being understood and agreed that, unless the Company affirmatively elects to cause the Series A Debentures to pay interest in cash from and after the Remarketing Settlement Date, interest will not be paid in cash but, instead, will accrete as provided in the Series A Debentures); (b) whether the Stated Maturity of the Series A Debentures will remain at February 15, 2039 or will be changed to an earlier date (specifying such date if applicable); provided, however, that the Stated Maturity of the Series A Debentures may not be changed to a date earlier than the second anniversary of the Stock Purchase Date or, if the Remarketing Settlement Date occurs during a Deferral Period, the fifth anniversary of the first day of such Deferral Period; (c) whether the Series A Debentures will be redeemable at the Company's option on a day prior to the Stated Maturity of the Series A Debentures and, if so, the date on and after which the Series A Debentures may be so redeemed; provided, however, that an early redemption date may not be a date earlier than the second anniversary of the Stock Purchase Date or, if the Remarketing Settlement Date occurs during a Deferral Period, the fifth anniversary of the first day of such Deferral Period; (d) whether the Company elects, in connection with the Remarketing, to add any additional financial covenants to the Indenture, including the form of supplemental indenture proposed to be entered into in order to give effect to any such additional financial covenants; (e) whether in connection with such Remarketing the Company is exercising its right under Section 6.2 of this First Supplemental Indenture to cause the subordination provisions in the Indenture applicable to the Series A Debentures to no longer be of force and effect from and after the then current Remarketing Settlement Date; and if so, whether it also elects that the Series A Debentures shall no longer be subject to the interest deferral provisions of Section 4.01 of the Base Indenture; and (f) if the related Remarketing is the Final Failed Remarketing: (i) whether the Stated Maturity of the Series A Debentures will remain at February 15, 2039 or will be changed to an earlier date (specifying such date if applicable); and (ii) whether the Series A Debentures will be redeemable at the Company's option on a date prior to the Stated Maturity of the Series A Debentures and, if so, the date on and after which the Series A Debentures may be so redeemed; provided, however, any changed Stated Maturity of the Series A Debentures determined pursuant to clause (i) or early redemption date determined pursuant to clause (ii) may not be a date earlier than the second anniversary of the Stock Purchase Date or, if February 15, 2009 occurs during a Deferral Period, the fifth anniversary of the first day of such Deferral Period. Prior to an Early Termination Event, any such elections made by the Company as Sponsor pursuant to the Trust Agreement shall, upon successful completion of a Remarketing, automatically apply and come into effect in respect of the Series A Debentures. In the event of an Early Termination Event, the provisions of Article X of the Trust Agreement shall be deemed thereafter to apply, mutatis mutandis, to any Remarketing of the Series A Debentures, and the Company and the Trustee shall promptly enter into a supplemental indenture, in form reasonably satisfactory to the Trustee, making provision for remarketing and reset mechanics, including notices in respect thereof, on the basis set forth in such Article X.

Company Elections in Connection with Remarketing. In connection with Remarketings, the Company shall have the right hereunder to change certain terms of the Series A B Debentures as provided below in this Section 2.12. By not later than the 25th Business Day prior to each Remarketing Date, the Company will specify the following information or elections in a notice to the Remarketing Agent, the Property Trustee, the Trustee and the Stock Purchase Contract Agent (paragraph (a) through (e) applying only if the Remarketing is Successful and paragraph (f) applying only if the related Remarketing is the Final Failed Remarketing): (a) whether from and after the Remarketing Settlement Date the Series A B Debentures will pay interest in cash (it being understood and agreed that, unless the Company affirmatively elects to cause the Series A B Debentures to pay interest in cash from and after the Remarketing Settlement Date, interest will not be paid in cash but, instead, will accrete as provided in the Series A B Debentures); (b) whether the Stated Maturity of the Series A B Debentures will remain at February 15, 2039 2040 or will be changed to an earlier date (specifying such date if applicable); provided, however, that the Stated Maturity of the Series A B Debentures may not be changed to a date earlier than the second anniversary of the Stock Purchase Date or, if the Remarketing Settlement Date occurs during a Deferral Period, the fifth anniversary of the first day of such Deferral Period; (c) whether the Series A B Debentures will be redeemable at the Company's option on a day prior to the Stated Maturity of the Series A B Debentures and, if so, the date on and after which the Series A B Debentures may be so redeemed; provided, however, that an early redemption date may not be a date earlier than the second anniversary of the Stock Purchase Date or, if the Remarketing Settlement Date occurs during a Deferral Period, the fifth anniversary of the first day of such Deferral Period; (d) whether the Company elects, in connection with the Remarketing, to add any additional financial covenants to the Indenture, including the form of supplemental indenture proposed to be entered into in order to give effect to any such additional financial covenants; (e) whether in connection with such Remarketing the Company is exercising its right under Section 6.2 of this First Second Supplemental Indenture to cause the subordination provisions in the Indenture applicable to the Series A B Debentures to no longer be of force and effect from and after the then current Remarketing Settlement Date; and if so, whether it also elects that the Series A B Debentures shall no longer be subject to the interest deferral provisions of Section 4.01 of the Base Indenture; and (f) if the related Remarketing is the Final Failed Remarketing: (i) whether the Stated Maturity of the Series A B Debentures will remain at February 15, 2039 2040 or will be changed to an earlier date (specifying such date if applicable); and (ii) whether the Series A B Debentures will be redeemable at the Company's option on a date prior to the Stated Maturity of the Series A B Debentures and, if so, the date on and after which the Series A B Debentures may be so redeemed; provided, however, any changed Stated Maturity of the Series A B Debentures determined pursuant to clause (i) or early redemption date determined pursuant to clause (ii) may not be a date earlier than the second anniversary of the Stock Purchase Date or, if February 15, 2009 occurs during a Deferral Period, the fifth anniversary of the first day of such Deferral Period. Prior to an Early Termination Event, any such elections made by the Company as Sponsor pursuant to the Trust Agreement shall, upon successful completion of a Remarketing, automatically apply and come into effect in respect of the Series A B Debentures. In the event of an Early Termination Event, the provisions of Article X of the Trust Agreement shall be deemed thereafter to apply, mutatis mutandis, to any Remarketing of the Series A B Debentures, and the Company and the Trustee shall promptly enter into a supplemental indenture, in form reasonably satisfactory to the Trustee, making provision for remarketing and reset mechanics, including notices in respect thereof, on the basis set forth in such Article X.

Company Elections in Connection with Remarketing. In connection with Remarketings, the Company shall have the right hereunder hereunder, subject to Section 2.2(a), without the consent of any Holder of the Junior Subordinated Debentures, to change certain terms of the Series A Junior Subordinated Debentures as provided below in this Section 2.122.1. By not later than the 25th Business Day 21st day prior to the first day of each Remarketing DatePeriod, the Company will specify the following information or elections decisions in a notice to the Remarketing Agent, the Property TrusteeCollateral Agent, the Property Trustee (on behalf of the Trust) and the Stock Purchase Contract Agent Trustee (paragraph clauses (a) through (e) applying only if the Remarketing is Successful and paragraph clause (f) applying only if in the related Remarketing is the Final case of a Failed Remarketing): (a) whether from and after the Remarketing Settlement Date the Series A Debentures will pay interest in cash (it being understood and agreed that, unless the Company affirmatively elects to cause the Series A Debentures to pay interest in cash from and after the Remarketing Settlement Date, interest will not be paid in cash but, instead, will accrete as provided in the Series A Debentures); (b) whether the Stated Maturity of the Series A Debentures Date will remain at February 15June 1, 2039 2043 or will be changed to an earlier date (specifying such date if applicable); provided, however, provided that the Stated Maturity of the Series A Debentures Date may not be changed to a date earlier than the second anniversary later of the Stock Purchase Date or(i) May 31, 2016 and (ii) if the Remarketing Settlement Date occurs during a an Deferral Period, the fifth anniversary of the first day of such Deferral Period; (cb) whether to change the Series A date after which the Junior Subordinated Debentures will be redeemable at the Company's ’s option on a day prior to and the Stated Maturity of redemption price or prices; provided that no redemption date for the Series A Debentures and, if so, the date on and after which the Series A Junior Subordinated Debentures may be so redeemed; provided, however, that an early redemption date may not be a date earlier than the second anniversary later of the Stock Purchase Date or(i) May 31, 2016 and (ii) if the Remarketing Settlement Date occurs during a an Deferral Period, the fifth anniversary of the first day of such Deferral Period; and provided, further, that no redemption price may be less than the principal plus accrued and unpaid interest (including Additional Interest) on the Junior Subordinated Debentures; (dc) whether the Company electswhether, in connection with an Early Remarketing that is not the first scheduled Remarketing, to add any additional financial covenants to the Indenture, including the form of supplemental indenture proposed to be entered into in order to give effect to any such additional financial covenants; (e) whether in connection with such Remarketing the Company is exercising its right under Section 6.2 of this First Supplemental Indenture to cause the subordination provisions in the Indenture applicable to cease to apply to the Series A Debentures to no longer be of force and effect Junior Subordinated Debentures, if the Remarketing is Successful, from and after the then current Remarketing Settlement Date; Date and if so, whether it also elects that the Series A Junior Subordinated Debentures shall no longer be subject to the interest deferral provisions of Section 4.01 the Indenture; (d) whether the Junior Subordinated Debentures will be remarketed as fixed rate debentures or floating rate debentures; if the Junior Subordinated Debentures will be remarketed as floating rate debentures, the applicable index and the interest payment dates and manner of calculation of interest on the Base IndentureJunior Subordinated Debentures, which the Company may change to correspond with the market conventions applicable to notes bearing interest at rates based on the applicable index; and (fe) if the related Remarketing is the Final whether following a Failed Remarketing: (i) whether the Stated Maturity of the Series A Debentures Date will remain at February 15June 1, 2039 2043 or will be changed to an earlier date, which date shall not be earlier than May 31, 2016 (specifying such date if applicable); and (ii) whether the Series A date after which the Junior Subordinated Debentures will be redeemable at the Company's ’s option on a will be changed (which date prior to shall not be earlier than May 31, 2016) and the Stated Maturity of the Series A Debentures and, if so, the date on and after which the Series A Debentures redemption price or prices provided that no redemption price may be so redeemed; providedless than the principal plus accrued and unpaid interest, however, including deferred interest (if any). provided that if the Failed Remarketing occurs during an Deferral Period any changed Stated Maturity Date of the Series A Junior Subordinated Debentures determined pursuant to clause (i) or early redemption date determined pursuant to clause (ii) may not be a date earlier than the second anniversary of the Stock Purchase Date or, if February 15, 2009 occurs during a Deferral Period, the fifth anniversary of the first day of such Deferral Period. Prior to an Early Termination Event, any Any such elections made by the Company as Sponsor pursuant to the Trust Agreement clauses (a) through (e) shall, upon successful completion of a Remarketing, automatically apply and come into effect in respect of the Series A Debentures. In the event of an Early Termination Event, the provisions of Article X Junior Subordinated Debentures as of the Trust Agreement Remarketing Settlement Date and any such elections made by the Company pursuant to clause (f) in connection with a Failed Remarketing shall be deemed thereafter to apply, mutatis mutandis, to any Remarketing come into effect in respect of the Series A Debentures, and Junior Subordinated Debentures upon the announcement by the Company and that the Trustee shall promptly enter into Final Remarketing is a supplemental indenture, in form reasonably satisfactory to the Trustee, making provision for remarketing and reset mechanics, including notices in respect thereof, on the basis set forth in such Article X.Failed Remarketing.

Company Elections in Connection with Remarketing. In connection with Remarketings, the Company shall have the right hereunder to change certain terms of the Series A Debentures as provided below in this Section 2.12. By not later than the 25th Business Day 30th day prior to each Remarketing Date, the Company will specify the following information or elections in a notice to the Remarketing Agent, the Property Trustee, the Trustee and the Stock Purchase Contract Agent (paragraph (a) through (e) applying only if the Remarketing is Successful and paragraph (f) applying only if the related Remarketing Settlement Date is August 15, 2008 and the Final Remarketing is a Failed Remarketing): (a) whether from and after the Remarketing Settlement Date the Series A Debentures will pay interest in cash (it being understood and agreed that, unless the Company Depositor affirmatively elects to cause the Series A Debentures to pay interest in cash from and after the Remarketing Settlement Date, interest will not be paid in cash but, instead, will accrete as provided in the Series A Debentures); (b) whether the Stated Maturity of the Series A Debentures will remain at February August 15, 2039 2038 or will be changed to an earlier date (specifying such date if applicable); provided, however, that the Stated Maturity of the Series A Debentures may not be changed to a date earlier than the second anniversary of the Stock Purchase Date or, if the Remarketing Settlement Date occurs during a Deferral an Extension Period, the fifth anniversary of the first day of such Deferral Extension Period; (c) whether the Series A Debentures will be redeemable at the Company's ’s option on a day prior to the Stated Maturity of the Series A Debentures and, if so, the date on and after which the Series A Debentures may be so redeemed; provided, however, that an early redemption date may not be a date earlier than the second anniversary of the Stock Purchase Date or, if the Remarketing Settlement Date occurs during a Deferral an Extension Period, the fifth anniversary of the first day of such Deferral Extension Period; (d) whether the Company elects, in connection with the Remarketing, to add any additional financial covenants to the Indenture, including the form of supplemental indenture proposed to be entered into in order to give effect to any such additional financial covenants; (e) whether in connection with such Remarketing the Company is exercising its right under Section 6.2 of this First Supplemental Indenture to cause the subordination provisions in the Indenture applicable to the Series A Debentures to no longer be of force and effect from and after the then current Remarketing Settlement Date; and if so, whether it also elects that the Series A Debentures shall no longer be subject to the interest deferral provisions of Section 4.01 313 of the Base Indenture; and (f) if the Remarketing Settlement Date is August 15, 2008 and if the related Remarketing is the Final a Failed Remarketing: (i) whether the Stated Maturity of the Series A Debentures will remain at February August 15, 2039 2038 or will be changed to an earlier date (specifying such date if applicable); and (ii) whether the Series A Debentures will be redeemable at the Company's ’s option on a date prior to the Stated Maturity of the Series A Debentures and, if so, the date on and after which the Series A Debentures may be so redeemed; provided, however, any changed Stated Maturity of the Series A Debentures determined pursuant to clause (i) or early redemption date determined pursuant to clause (ii) may not be a date earlier than the second anniversary of the Stock Purchase Date or, if February August 15, 2009 2008 occurs during a Deferral an Extension Period, the fifth anniversary of the first day of such Deferral Extension Period. Prior to an Early Termination Event, any such elections made by the Company as Sponsor Depositor pursuant to the Trust Agreement shall, upon successful completion of a Remarketing, automatically apply and come into effect in respect of the Series A Debentures. In the event of an Early Termination Event, the provisions of Article X of the Trust Agreement shall be deemed thereafter to apply, mutatis mutandis, to any Remarketing of the Series A Debentures, and the Company and the Trustee shall promptly enter into a supplemental indenture, in form reasonably satisfactory to the Trustee, making provision for remarketing and reset mechanics, including notices in respect thereof, on the basis set forth in such Article X.