Common use of Initial Remarketing Procedures Clause in Contracts

Initial Remarketing Procedures. (a) The Company shall request, (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, not later than 7 nor more than 15 days prior to the Reset Announcement Date, and (ii) in the case of any Additional Remarketing, as soon as practical after the Depositary has been notified of such Additional Remarketing by the Remarketing Agent, that the Depositary notify the Holders of the Notes of the Reset Announcement Date. The Remarketing Agent shall request (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, request, not later than 15 nor more than 30 calendar days prior to any such remarketing date, and (ii) in the case of any Additional Remarketing as soon as practical after the Depositary has been notified of such Additional Remarketing by the Depositor, that the Depositary notify the Holders of the Notes of such Remarketing. (b) Under Section 5.02 of the Warrant Agreement, Notes that constitute components of Equity Units will be remarketed as provided therein and in this Section 8. Instead of participating in the first Initial Remarketing, Holders of Notes can deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to or on the fifth Business Day preceding August 17, 2004. Instead of participating in an Additional Remarketing, Holders of Notes can notify the Warrant Agent on or prior to the fifth Business Day immediately preceding August 17, 2004, of their intention to deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to the fourth Business Day preceding August 17, 2004. Not later than 5:00 P.M., New York City time, on the second Business Day immediately preceding any such Initial Remarketing Date, but no earlier than the interest payment date immediately preceding such Remarketing Date, each Holder of Notes not constituting components of Equity Units may elect to have the Notes held by such Holder remarketed. Holders of Notes that are not components of Equity Units shall give notice of their election to have such Notes remarketed to the Custodial Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 p.m., New York City time, on the Business Day immediately preceding any Initial Remarketing Date and may not be conditioned upon the level at which the Reset Rate is established. Pursuant to Section 5.02 of the Warrant Agreement, upon written request by the Company made two Business Days prior thereto, the Warrant Agent shall notify, by 11:00 a.m., New York City time, on the Business Day immediately preceding any Initial Remarketing Date, the Remarketing Agent and the Company, as the case may be, of the aggregate principal amount of Notes (that are components of Equity Units) to be remarketed. Pursuant to Section 5.6(c) of the Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent and the Depositor of the aggregate principal amount of Notes (that are not components of Equity Units) to be remarketed. The Notes constituting components of the Equity Units shall be deemed tendered, notwithstanding any failure by the holder of such Equity Units to deliver or properly deliver such Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Notes tendered for purchase shall be limited to the extent that: (i) the Remarketing Agent conducts an Initial Remarketing pursuant to the terms of the Remarketing Agreement and Warrant Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is not less than 100% of the Treasury Portfolio Purchase Price and (iv) such purchaser or purchasers deliver the purchase price therefore to the Remarketing Agent as and when required. The Holders of Notes that are remarketed in a Successful Initial Remarketing shall be deemed to have agreed that the remarketing fee specified in Section 5.03(b) of the Warrant Agreement shall be deducted from the proceeds of the remarketing. (d) On the Initial Remarketing Date, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent shall use reasonable efforts to remarket, at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is equal to approximately 100.25% of the Treasury Portfolio Purchase Price. (e) If there are no Equity Units outstanding and none of the Holders elect to have Notes held by them remarketed, the Reset Rate shall be the rate determined by the Reset Agent subject to the terms of the Remarketing Agreement, as the rate that would have been established had a remarketing been held on the Initial Remarketing Date. (f) If the Remarketing Agent has determined that it will be able to remarket all Notes tendered or deemed tendered prior to 4:00 p.m., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 p.m., New York City time, on the Initial Remarketing Date, a Failed Initial Remarketing has occurred, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent shall so advise by telephone the Company, the Collateral Agent and the Warrant Agent. (h) By approximately 4:30 p.m., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent and the Reset Agent shall, pursuant to the terms of the Remarketing Agreement advise, by telephone (i) the Company, the Collateral Agent and the Warrant Agent of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount of Notes sold in the Initial Remarketing, (ii) each purchaser (or the Participant thereof) of the Reset Rate and the aggregate principal amount of Notes such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Participant to pay the purchase price on the Reset Effective Date in same day funds against delivery of the Notes purchased through the facilities of the Depositary. (i) In accordance with the Depositary's normal procedures, on the Reset Effective Date, the transactions described above with respect to each Note tendered for purchase and sold in the Initial Remarketing shall be executed through the Depositary, and the accounts of the respective Participants shall be debited and credited and such Notes delivered by book-entry as necessary to effect purchases and sales of such Notes. The Depositary shall make payment in accordance with its normal procedures. (j) If any Holder selling Notes in the Initial Remarketing fails to deliver such Notes, the Depositary Participant of such selling Holder and of any other Person that was to have purchased Notes in the Initial Remarketing may deliver to any such other Person an aggregate principal amount of Notes that is less than the aggregate principal amount of Notes that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Notes to be so delivered shall be determined by such Participant, and delivery of such lesser number of Notes shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Notes in the Initial Remarketing or otherwise. None of the Trustee, the Depositary or the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Notes for remarketing. (l) The tender and settlement procedures set forth in this Section 8.1, including provisions for payment by purchasers of Notes in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Depositary or if the book-entry system is no longer available for the Notes at the time of the Initial Remarketing or if any Notes are then held in certificated form, to facilitate the tendering and remarketing of Notes in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event be below the initial interest rate payable for the Notes and in no event exceed the maximum rate, if any, permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes.

Initial Remarketing Procedures. (a) The Company shall will request, (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, not later than 7 seven nor more than 15 calendar days prior to the Reset Announcement Date, and (ii) in the case of any Additional Remarketing, as soon as practical after the Depositary has been notified of such Additional Initial Remarketing by the Remarketing Agent, Date that the Depositary Clearing Agency notify the Holders of the Notes of the Reset Announcement Date. The Remarketing Agent shall request (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17Notes, 2004 and the Final Remarketing, request, not later than 15 nor more than 30 calendar days prior to any such remarketing date, and (ii) in the case of any Additional Remarketing as soon as practical after the Depositary has been notified of such Additional Remarketing by the Depositor, that the Depositary notify the Holders of Corporate Units and the Notes Holders of such Treasury Units of the Initial Remarketing. (b) Under Section 5.02 of the Warrant Agreement, Notes that constitute components of Equity Units will be remarketed as provided therein and in this Section 8. Instead of participating in the first Initial Remarketing, Holders of Notes can deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to or on the fifth Business Day preceding August 17, 2004. Instead of participating in an Additional Remarketing, Holders of Notes can notify the Warrant Agent on or prior to the fifth Business Day immediately preceding August 17, 2004, of their intention to deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to the fourth Business Day preceding August 17, 2004. Not later than 5:00 P.M., New York City time, on the second Business Day immediately preceding any such the Initial Remarketing Date, but no earlier than the interest payment date immediately preceding such Remarketing Date, each Holder of the Notes not constituting components of Equity Corporate Units may elect to have the Notes held by such Holder remarketed. Holders of Notes that are not components a component of Equity Corporate Units shall give notice of their election to have such Notes remarketed to the Custodial Collateral Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 p.m.P.M., New York City time, on the second Business Day immediately preceding any the Initial Remarketing Date and may not be conditioned upon the level at which the Reset Rate is established. Pursuant to Section 5.02 of the Warrant Agreement, upon written request by the Company made two Business Days prior thereto, the Warrant Agent shall notify, by 11:00 a.m.Promptly after 5:30 P.M., New York City time, on such second Business Day, the Business Day immediately preceding any Initial Remarketing DateTrustee, based on the notices received by it prior to such time (including notices from the Purchase Contract Agent as to Purchase Contracts for which Cash Settlement has been elected), shall notify the Company and the Remarketing Agent and the Company, as the case may be, of the aggregate principal amount number of Notes (to be tendered for remarketing. Under Section 5.4 of the Purchase Contract Agreement, Notes that are constitute components of Equity Units) to Corporate Units will be remarketed. Pursuant to remarketed as provided therein and in this Section 5.6(c) of the Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent and the Depositor of the aggregate principal amount of Notes (that are not components of Equity Units) to be remarketed8. 01. The Notes constituting components of the Equity Corporate Units shall be deemed tendered, notwithstanding any failure by the holder Holder of such Equity Corporate Units to deliver or properly deliver such Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Notes tendered for purchase Initial Remarketing or the Secondary Remarketing, as the case may be, shall be limited to the extent that: that (i) the Remarketing Agent conducts an Initial Remarketing and, in the event of a Failed Remarketing, a Secondary Remarketing pursuant to the terms of the Remarketing Agreement and Warrant Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is not less than the minimum price necessary to achieve a Successful Initial Remarketing, in the case of the Initial Remarketing, and 100% of the Treasury Portfolio Purchase Price principal amount thereof, in case of the Secondary Remarketing, and (iv) such purchaser or purchasers deliver the purchase price therefore therefor to the Remarketing Agent as and when required. The Holders Each Holder of Notes that are remarketed in a Successful Initial Remarketing shall be deemed to have agreed agrees that the a remarketing fee specified in Section 5.03(b) of an amount set forth in the Warrant Remarketing Agreement shall be deducted from the proceeds of the remarketing. (d) On the Initial Remarketing Date, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent shall use reasonable efforts to remarket, at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is equal to approximately 100.25100.5% of the Treasury Portfolio Purchase Price, Notes tendered or deemed tendered for purchase. (e) If there are no Equity Corporate Units outstanding and none of the Holders elect to have Notes held by them remarketed, the Reset Rate shall be the rate determined by the Reset Agent Agent, subject to the terms of the Remarketing Agreement, as the rate that would have been established had a remarketing been held on the Initial Remarketing Date. (f) If the Remarketing Agent has determined that it will be able to remarket all Notes tendered or deemed tendered prior to 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, (i) the Remarketing Agent is unable to remarket all Notes tendered or deemed tendered for purchase, at the minimum price necessary to achieve a Successful Initial Remarketing, or (ii) if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed remarketing ("Failed Initial Remarketing has occurred, pursuant Remarketing") shall be deemed to the terms of the Remarketing Agreement, have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Purchase Contract Agent, the Company, the Collateral Agent Trustee, and the Warrant Clearing Agency. If requested by the Collateral Agent, the Purchase Contract Agent, the Trustee or the Clearing Agency, the Company shall confirm such advice in writing. (h) By approximately 4:30 p.m.P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent and the Reset Agent shall, pursuant to the terms of the Remarketing Agreement shall advise, by telephone (i) the Collateral Agent, the Purchase Contract Agent, the Company, the Collateral Agent Trustee, and the Warrant Agent Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount of Notes sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate principal amount of Notes such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Clearing Agency Participant to pay the purchase price on the Reset Effective Date February 17, 2005 in same day funds against delivery of the Notes purchased through the facilities of the DepositaryClearing Agency. (i) In accordance with the DepositaryClearing Agency's normal procedures, on the Reset Effective DateFebruary 17, 2005, the transactions described above with respect to each Note tendered for purchase and sold in the Initial Remarketing shall be executed through the DepositaryClearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Notes delivered by book-book entry as necessary to effect purchases and sales of such Notes. The Depositary Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Notes in the Initial Remarketing fails to deliver such Notes, the Depositary Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Notes in the Initial Remarketing may deliver to any such other Person an aggregate principal amount of Notes that is less than the aggregate principal amount of Notes that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Notes to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser number aggregate principal amount of Notes shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Notes in the Initial Remarketing or otherwise. None of Neither the Trustee, the Depositary or Purchase Contract Agent, the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Notes for remarketing. (l) The tender and settlement procedures set forth in this Section 8.18.01, including provisions for payment by purchasers of Notes in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Depositary Clearing Agency or if the book-entry system is no longer available for the Notes at the time of the Initial Remarketing or if any Notes are then held in certificated formRemarketing, to facilitate the tendering and remarketing of Notes in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event be below the initial interest rate payable for the Notes and in no event exceed the maximum rate, if any, rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the NotesNotes and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the 10th Business Day before February 17, 2005) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing Procedures. (a) The Company shall will request, (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, not later than 7 seven nor more than 15 calendar days prior to the Reset Announcement Date, and (ii) in the case of any Additional Remarketing, as soon as practical after the Depositary has been notified of such Additional Initial Remarketing by the Remarketing Agent, Date that the Depositary Clearing Agency notify the Holders of the Senior Notes of the Reset Announcement Date. The Remarketing Agent shall request (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, request, not later than 15 nor more than 30 calendar days prior to any such remarketing date, and (ii) in the case of any Additional Remarketing as soon as practical after the Depositary has been notified of such Additional Remarketing by the Depositor, that the Depositary notify the Holders of Income PRIDES and Growth PRIDES of the Notes of such Remarketingremarketing. (b) Under Section 5.02 of the Warrant Agreement, Notes that constitute components of Equity Units will be remarketed as provided therein and in this Section 8. Instead of participating in the first Initial Remarketing, Holders of Notes can deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to or on the fifth Business Day preceding August 17, 2004. Instead of participating in an Additional Remarketing, Holders of Notes can notify the Warrant Agent on or prior to the fifth Business Day immediately preceding August 17, 2004, of their intention to deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to the fourth Business Day preceding August 17, 2004. Not later than 5:00 P.M., New York City time, on the second Business Day immediately preceding any such the Initial Remarketing Date, but no earlier than the interest payment date immediately preceding such Remarketing Date, each Holder of the Senior Notes not constituting components of Equity Units Income PRIDES may elect to have the Senior Notes held by such Holder remarketed. Holders of Senior Notes that are not components a component of Equity Units Income PRIDES shall give notice of their election to have such Senior Notes remarketed to the Custodial Collateral Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 p.m.P.M., New York City time, on the second Business Day immediately preceding any the Initial Remarketing Date and may not be conditioned upon the level at which the Reset Rate is established. Pursuant to Section 5.02 of the Warrant Agreement, upon written request by the Company made two Business Days prior thereto, the Warrant Agent shall notify, by 11:00 a.m.Promptly after 5:30 P.M., New York City time, on such second Business Day, the Business Day immediately preceding any Initial Remarketing DateTrustee, based on the notices received by it prior to such time (including notices from the Purchase Contract Agent as to Purchase Contracts for which Cash Settlement has been elected), shall notify the Company and the Remarketing Agent and the Company, as the case may be, of the aggregate principal amount number of Senior Notes (to be tendered for remarketing. Under Section 5.2 of the Purchase Contract Agreement, Senior Notes that are constitute components of Equity Units) to Income PRIDES will be remarketed. Pursuant to remarketed as provided therein and in this Section 5.6(c) of the Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent and the Depositor of the aggregate principal amount of Notes (that are not components of Equity Units) to be remarketed9. 1. The Senior Notes constituting components of the Equity Units Income PRIDES shall be deemed tendered, notwithstanding any failure by the holder Holder of such Equity Units Income PRIDES to deliver or properly deliver such Senior Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Senior Notes tendered for purchase shall be limited to the extent that: that (i) the Remarketing Agent conducts an Initial Remarketing a remarketing pursuant to the terms of the Remarketing Agreement and Warrant Agreement, (ii) Senior Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Senior Notes at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of Senior Notes is not less than 100% of the Treasury Portfolio Purchase Price Price, and (iv) such purchaser or purchasers deliver the purchase price therefore therefor to the Remarketing Agent as and when required. The Holders of Notes that are remarketed in a Successful Initial Remarketing shall be deemed to have agreed that the remarketing fee specified in Section 5.03(b) of the Warrant Agreement shall be deducted from the proceeds of the remarketing. (d) On the Initial Remarketing Date, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent shall use reasonable efforts to remarket, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of Senior Notes is equal to approximately 100.25100.5% of the Treasury Portfolio Purchase Price, Senior Notes tendered or deemed tendered for purchase. (e) If there are no Equity Units Income PRIDES outstanding and none of the Holders elect to have Senior Notes held by them remarketed, the Reset Rate shall be the rate determined by the Reset Agent Agent, subject to the terms of the Remarketing Agreement, as the rate that would have been established had a remarketing been held on the Initial Remarketing Date. (f) If the Remarketing Agent has determined that it will be able to remarket all Senior Notes tendered or deemed tendered prior to 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Senior Notes tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed remarketing ("Failed Initial Remarketing has occurred, pursuant Remarketing") shall be deemed to the terms of the Remarketing Agreement, have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Company, the Collateral Agent Trustee, and the Warrant AgentClearing Agency. (h) By approximately 4:30 p.m.P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent and the Reset Agent shall, pursuant to the terms of the Remarketing Agreement shall advise, by telephone (i) the Collateral Agent, the Company, the Collateral Agent Trustee, and the Warrant Agent Clearing Agency of the Reset Rate determined in the Initial Remarketing remarketing and the aggregate principal amount of Senior Notes sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate principal amount of Senior Notes such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Clearing Agency Participant to pay the purchase price on the Reset Effective Date August 17, 2004 in same day funds against delivery of the Senior Notes purchased through the facilities of the DepositaryClearing Agency. (i) In accordance with the DepositaryClearing Agency's normal procedures, on the Reset Effective DateAugust 17, 2004, the transactions described above with respect to each Senior Note tendered for purchase and sold in the Initial Remarketing shall be executed through the DepositaryClearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Senior Notes delivered by book-book entry as necessary to effect purchases and sales of such Senior Notes. The Depositary Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Senior Notes in the Initial Remarketing fails to deliver such Senior Notes, the Depositary Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Senior Notes in the Initial Remarketing may deliver to any such other Person an aggregate principal amount of Senior Notes that is less than the aggregate principal amount of Senior Notes that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Senior Notes to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser number aggregate principal amount of Senior Notes shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Senior Notes in the Initial Remarketing or otherwise. None of Neither the Trustee, the Depositary or Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Senior Notes for remarketing. (l) The tender and settlement procedures set forth in this Section 8.19.1, including provisions for payment by purchasers of Senior Notes in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Depositary Clearing Agency or if the book-entry system is no longer available for the Senior Notes at the time of the Initial Remarketing or if any Notes are then held in certificated formRemarketing, to facilitate the tendering and remarketing of Senior Notes in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event be below the initial interest rate payable for the Notes and in no event exceed the maximum rate, if any, rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the NotesSenior Notes and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the 10th Business Day before August 17, 2004) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing Procedures. (a) The Company shall Corporation will request, (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, not later than 7 seven nor more than 15 calendar days prior to the Reset Announcement Date, and (ii) in the case of any Additional Remarketing, as soon as practical after the Depositary has been notified of such Additional Initial Remarketing by the Remarketing Agent, Date that the Depositary notify the Holders of the Notes of the Reset Announcement Date. The Remarketing Agent shall request (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, request, not later than 15 nor more than 30 calendar days prior to any such remarketing date, and (ii) in the case of any Additional Remarketing as soon as practical after the Depositary has been notified of such Additional Remarketing by the Depositor, that the Depositary notify the Holders of Income Equity Units and Growth Equity Units of the Notes of such Initial Remarketing. (b) Under Section 5.02 of the Warrant Agreement, Notes that constitute components of Equity Units will be remarketed as provided therein and in this Section 8. Instead of participating in the first Initial Remarketing, Holders of Notes can deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to or on the fifth Business Day preceding August 17, 2004. Instead of participating in an Additional Remarketing, Holders of Notes can notify the Warrant Agent on or prior to the fifth Business Day immediately preceding August 17, 2004, of their intention to deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to the fourth Business Day preceding August 17, 2004. Not later than 5:00 P.M., New York City time, on the second Business Day immediately preceding any such the Initial Remarketing Date, but no earlier than the interest payment date immediately preceding such Remarketing Date, each Holder of the Notes not constituting components of Income Equity Units may elect to have the Notes held by such Holder remarketed. Holders of Notes that are not components a component of Income Equity Units shall give notice of their election to have such Notes remarketed to the Custodial Agent and deliver such Notes to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 p.m., New York City time, on the second Business Day immediately preceding any the Initial Remarketing Date and may not be conditioned upon the level at which the Reset Rate is established. Pursuant to Section 5.02 of the Warrant Agreement, upon written request by the Company made two Business Days prior thereto, the Warrant Agent shall notify, by 11:00 a.m.Promptly after 11:30 A.M., New York City time, on the Business Day immediately preceding any Initial the initial Remarketing Date, the Trustee, based on the notices received by it prior to such time, shall notify the Corporation and the Remarketing Agent and the Company, as the case may be, of the aggregate principal amount of Notes (to be tendered for remarketing. Under Section 5.02 of the Purchase Contract Agreement, Notes that are constitute components of Income Equity Units) to Units will be remarketed. Pursuant to remarketed as provided therein and in this Section 5.6(c) of the Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent and the Depositor of the aggregate principal amount of Notes (that are not components of Equity Units) to be remarketed8. 01. The Notes constituting components of the Income Equity Units shall be deemed tendered, notwithstanding any failure by the holder Holder of such Income Equity Units to deliver or properly deliver such Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Notes (including any Notes that constitute components of Income Equity Units) tendered for purchase shall be limited to the extent that: that (i) the Remarketing Agent conducts an Initial Remarketing a remarketing pursuant to the terms of the Remarketing Agreement and Warrant Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is not less than 100% of the Treasury Portfolio Purchase Price Price, and (iv) such purchaser or purchasers deliver the purchase price therefore therefor to the Remarketing Agent as and when required. The Holders of Notes that are remarketed in a Successful Initial Remarketing shall be deemed to have agreed that the remarketing fee specified in Section 5.03(b) of the Warrant Agreement shall be deducted from the proceeds of the remarketing. (d) On the Initial Remarketing Date, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent shall use reasonable efforts to remarket, at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is equal to approximately 100.25100.5% of the Treasury Portfolio Purchase Price, Notes tendered or deemed tendered for purchase. (e) If there are no Income Equity Units outstanding and none of the Holders elect to have Notes held by them remarketed, the Reset Rate shall be the rate determined by the Reset Agent Agent, subject to the terms of the Remarketing Agreement, as the rate that would have been established had a remarketing been held on the Initial Remarketing Date. (f) If the Remarketing Agent has determined that it will be able to remarket all Notes tendered or deemed tendered prior to 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, a Failed the Remarketing Agent is unable to remarket all Notes tendered or deemed tendered for purchase or if the Initial Remarketing has occurred, pursuant shall not have occurred because a condition precedent to the terms of the Remarketing Agreementshall not have been fulfilled, a failed remarketing ("FAILED INITIAL REMARKETING") shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the CompanyCollateral Agent, the Collateral Agent Corporation, Trustee, and the Warrant AgentDepositary. (h) By approximately 4:30 p.m.P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent and the Reset Agent shall, pursuant to the terms of the Remarketing Agreement shall advise, by telephone (i) the CompanyCollateral Agent, the Collateral Agent Corporation, Trustee, and the Warrant Agent Depositary of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount of Notes sold in the Initial Remarketing, (ii) each purchaser (or the Depositary Participant thereof) of the Reset Rate and the aggregate principal amount of Notes such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Depositary Participant to pay the purchase price on the Reset Effective Date February 17, 2005 in same day funds against delivery of the Notes purchased through the facilities of the Depositary. (i) In accordance with the Depositary's normal procedures, on the Reset Effective DateFebruary 17, 2005, the transactions described above with respect to each Note tendered for purchase and sold in the Initial Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary Participants shall be debited and credited and such Notes delivered by book-book entry as necessary to effect purchases and sales of such Notes. The Depositary shall make payment in accordance with its normal procedures. (j) If any Holder selling Notes in the Initial Remarketing fails to deliver such Notes, the Depositary Participant of such selling Holder and of any other Person that was to have purchased Notes in the Initial Remarketing may deliver to any such other Person an aggregate principal amount of Notes that is less than the aggregate principal amount of Notes that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Notes to be so delivered shall be determined by such Depositary Participant, and delivery of such lesser number aggregate principal amount of Notes shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Notes in the Initial Remarketing or otherwise. None of Neither the Trustee, the Depositary or Corporation nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Notes for remarketing. (l) The tender and settlement procedures set forth in this Section 8.18.01, including provisions for payment by purchasers of Notes in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Depositary or if the book-entry system is no longer available for the Notes at the time of the Initial Remarketing or if any Notes are then held in certificated formRemarketing, to facilitate the tendering and remarketing of Notes in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event be below the initial interest rate payable for the Notes and in no event exceed the maximum rate, if any, rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the NotesNotes and they shall rely solely upon written notice from the Corporation (which the Corporation agrees to provide prior to the tenth Business Day before February 17, 2005) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing Procedures. (a) The Company shall will request, (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, not later than 7 seven nor more than 15 calendar days prior to the Reset Announcement Date, and (ii) in the case of any Additional Remarketing, as soon as practical after the Depositary has been notified of such Additional Initial Remarketing by the Remarketing Agent, Date that the Depositary Clearing Agency notify the Holders of the Notes of the Reset Announcement Date. The Remarketing Agent shall request (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17Notes, 2004 and the Final Remarketing, request, not later than 15 nor more than 30 calendar days prior to any such remarketing date, and (ii) in the case of any Additional Remarketing as soon as practical after the Depositary has been notified of such Additional Remarketing by the Depositor, that the Depositary notify the Holders of Income PRIDES and the Notes Holders of such Growth PRIDES of the Initial Remarketing. (b) Under Section 5.02 of the Warrant Agreement, Notes that constitute components of Equity Units will be remarketed as provided therein and in this Section 8. Instead of participating in the first Initial Remarketing, Holders of Notes can deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to or on the fifth Business Day preceding August 17, 2004. Instead of participating in an Additional Remarketing, Holders of Notes can notify the Warrant Agent on or prior to the fifth Business Day immediately preceding August 17, 2004, of their intention to deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to the fourth Business Day preceding August 17, 2004. Not later than 5:00 P.M., New York City time, on the second Business Day immediately preceding any such the Initial Remarketing Date, but no earlier than the interest payment date immediately preceding such Remarketing Date, each Holder of the Notes not constituting components of Equity Units Income PRIDES may elect to have the Notes held by such Holder remarketed. Holders of Notes that are not components a component of Equity Units Income PRIDES shall give notice of their election to have such Notes remarketed to the Custodial Collateral Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 p.m.P.M., New York City time, on the second Business Day immediately preceding any the Initial Remarketing Date and may not be conditioned upon the level at which the Reset Rate is established. Pursuant to Section 5.02 of the Warrant Agreement, upon written request by the Company made two Business Days prior thereto, the Warrant Agent shall notify, by 11:00 a.m.Promptly after 5:30 P.M., New York City time, on such second Business Day, the Business Day immediately preceding any Initial Remarketing DateTrustee, based on the notices received by it prior to such time (including notices from the Purchase Contract Agent as to Purchase Contracts for which Cash Settlement has been elected), shall notify the Company and the Remarketing Agent and the Company, as the case may be, of the aggregate principal amount number of Notes (to be tendered for remarketing. Under Section 5.4 of the Purchase Contract Agreement, Notes that are constitute components of Equity Units) to Income PRIDES will be remarketed. Pursuant to remarketed as provided therein and in this Section 5.6(c) of the Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent and the Depositor of the aggregate principal amount of Notes (that are not components of Equity Units) to be remarketed9. 1. The Notes constituting components of the Equity Units Income PRIDES shall be deemed tendered, notwithstanding any failure by the holder Holder of such Equity Units Income PRIDES to deliver or properly deliver such Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Notes tendered for purchase Initial Remarketing or the Secondary Remarketing, as the case may be, shall be limited to the extent that: that (i) the Remarketing Agent conducts an Initial Remarketing and, in the event of a Failed Remarketing, a Secondary Remarketing pursuant to the terms of the Remarketing Agreement and Warrant Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is not less than the Minimum Initial Remarketing Price, in the case of the Initial Remarketing, and 100% of the Treasury Portfolio Purchase Price principal amount thereof, in case of the Secondary Remarketing, and (iv) such purchaser or purchasers deliver the purchase price therefore therefor to the Remarketing Agent as and when required. The Holders Each Holder of Notes that are remarketed in a Successful Initial Remarketing shall be deemed to have agreed agrees that the a remarketing fee specified in Section 5.03(b) of an amount set forth in the Warrant Remarketing Agreement shall be deducted from the proceeds of the remarketing. (d) On the Initial Remarketing Date, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent shall use reasonable efforts to remarket, at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is equal to approximately 100.25100.5% of the Treasury Portfolio Purchase Price, Notes tendered or deemed tendered for purchase. (e) If there are no Equity Units Income PRIDES outstanding and none of the Holders elect to have Notes held by them remarketed, the Reset Rate shall be the rate determined by the Reset Agent Agent, subject to the terms of the Remarketing Agreement, as the rate that would have been established had a remarketing been held on the Initial Remarketing Date. (f) If the Remarketing Agent has determined that it will be able to remarket all Notes tendered or deemed tendered prior to 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, (i) the Remarketing Agent is unable to remarket all Notes tendered or deemed tendered for purchase, at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is equal to or at least 100% of the Treasury Portfolio Purchase Price, or (ii) if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed remarketing ("Failed Initial Remarketing has occurred, pursuant Remarketing") shall be deemed to the terms of the Remarketing Agreement, have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Purchase Contract Agent, Company, Trustee, and Clearing Agency. If requested by the Collateral Agent and Agent, the Warrant Purchase Contract Agent, the Trustee or the Clearing Agency, the Company shall confirm such advice in writing. (h) By approximately 4:30 p.m.P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent and the Reset Agent shall, pursuant to the terms of the Remarketing Agreement shall advise, by telephone (i) the Collateral Agent, the Purchase Contract Agent, the Company, the Collateral Agent Trustee, and the Warrant Agent Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount of Notes sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate principal amount of Notes such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Clearing Agency Participant to pay the purchase price on the Reset Effective Date November 17, 2004 in same day funds against delivery of the Notes purchased through the facilities of the DepositaryClearing Agency. (i) In accordance with the DepositaryClearing Agency's normal procedures, on the Reset Effective DateNovember 17, 2004, the transactions described above with respect to each Note tendered for purchase and sold in the Initial Remarketing shall be executed through the DepositaryClearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Notes delivered by book-book entry as necessary to effect purchases and sales of such Notes. The Depositary Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Notes in the Initial Remarketing fails to deliver such Notes, the Depositary Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Notes in the Initial Remarketing may deliver to any such other Person an aggregate principal amount of Notes that is less than the aggregate principal amount of Notes that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Notes to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser number aggregate principal amount of Notes shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Notes in the Initial Remarketing or otherwise. None of Neither the Trustee, the Depositary or Purchase Contract Agent, the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Notes for remarketing. (l) The tender and settlement procedures set forth in this Section 8.19.1, including provisions for payment by purchasers of Notes in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Depositary Clearing Agency or if the book-entry system is no longer available for the Notes at the time of the Initial Remarketing or if any Notes are then held in certificated formRemarketing, to facilitate the tendering and remarketing of Notes in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event be below the initial interest rate payable for the Notes and in no event exceed the maximum rate, if any, rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the NotesNotes and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the 10th Business Day before November 17, 2004) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing Procedures. (a) The Company shall will request, (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, not later than 7 seven nor more than 15 calendar days prior to the Reset Announcement Date, and (ii) in the case of any Additional Remarketing, as soon as practical after the Depositary has been notified of such Additional Initial Remarketing by the Remarketing Agent, Date that the Depositary notify the Holders of the Notes of the Reset Announcement Date. The Remarketing Agent shall request (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, request, not later than 15 nor more than 30 calendar days prior to any such remarketing date, and (ii) in the case of any Additional Remarketing as soon as practical after the Depositary has been notified of such Additional Remarketing by the Depositor, that the Depositary notify the Holders of Income PACS and Growth PACS of the Notes of such Initial Remarketing. (b) Under Section 5.02 of the Warrant Agreement, Notes that constitute components of Equity Units will be remarketed as provided therein and in this Section 8. Instead of participating in the first Initial Remarketing, Holders of Notes can deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to or on the fifth Business Day preceding August 17, 2004. Instead of participating in an Additional Remarketing, Holders of Notes can notify the Warrant Agent on or prior to the fifth Business Day immediately preceding August 17, 2004, of their intention to deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to the fourth Business Day preceding August 17, 2004. Not later than 5:00 P.M.11:00 A.M., New York City time, on the second Business Day immediately preceding any such the Initial Remarketing Date, but no earlier than the interest payment date immediately preceding such Remarketing Date, each Holder of the Notes not constituting components of Equity Units Income PACS may elect to have the Notes held by such Holder remarketed. Holders of Notes that are not components a component of Equity Units Income PACS shall give notice of their election to have such Notes remarketed to the Custodial Agent and deliver such Notes to the Custodial Agent pursuant to the Pledge Agreement. Any such notice and delivery shall be irrevocable after 5:00 p.m.11:00 A.M., New York City time, on the second Business Day immediately preceding any the Initial Remarketing Date and may not be conditioned upon the level at which the Reset Rate is established. Pursuant to Section 5.02 of the Warrant Agreement, upon written request by the Company made two Business Days prior thereto, the Warrant Agent shall notify, by 11:00 a.m.Promptly after 11:30 A.M., New York City time, on such second Business Day, the Business Day immediately preceding any Initial Remarketing DateTrustee, based on the notices received by it prior to such time (including notices from the Purchase Contract Agent as to Purchase Contracts for which Cash Settlement has been elected), shall notify the Company and the Remarketing Agent and the Company, as the case may be, of the aggregate principal amount of Notes (to be tendered for remarketing. Under Section 5.02 of the Purchase Contract Agreement, Notes that are constitute components of Equity Units) to Income PACS will be remarketed. Pursuant to remarketed as provided therein and in this Section 5.6(c) of the Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent and the Depositor of the aggregate principal amount of Notes (that are not components of Equity Units) to be remarketed8. 01. The Notes constituting components of the Equity Units Income PACS shall be deemed tendered, notwithstanding any failure by the holder Holder of such Equity Units Income PACS to deliver or properly deliver such Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Notes (including any Notes that constitute components of Income PACS) tendered for purchase shall be limited to the extent that: that (i) the Remarketing Agent conducts an Initial Remarketing a remarketing pursuant to the terms of the Remarketing Agreement and Warrant Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is not less than 100% of the Treasury Portfolio Purchase Price Price, and (iv) such purchaser or purchasers deliver the purchase price therefore therefor to the Remarketing Agent as and when required. The Holders of Notes that are remarketed in a Successful Initial Remarketing shall be deemed to have agreed that the remarketing fee specified in Section 5.03(b) of the Warrant Agreement shall be deducted from the proceeds of the remarketing. (d) On the Initial Remarketing Date, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent shall use reasonable efforts to remarket, at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is equal to approximately 100.25100.5% of the Treasury Portfolio Purchase Price, Notes tendered or deemed tendered for purchase. (e) If there are no Equity Units Income PACS outstanding and none of the Holders elect to have Notes held by them remarketed, the Reset Rate shall be the rate determined by the Reset Agent Agent, subject to the terms of the Remarketing Agreement, as the rate that would have been established had a remarketing been held on the Initial Remarketing Date. (f) If the Remarketing Agent has determined that it will be able to remarket all Notes tendered or deemed tendered prior to 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Notes tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed remarketing ("Failed Initial Remarketing has occurred, pursuant Remarketing") shall be deemed to the terms of the Remarketing Agreement, have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, Company, the Collateral Agent Trustee, and the Warrant AgentDepositary. (h) By approximately 4:30 p.m.P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent and the Reset Agent shall, pursuant to the terms of the Remarketing Agreement shall advise, by telephone (i) the Collateral Agent, the Company, the Collateral Agent Trustee, and the Warrant Agent Depositary of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount of Notes sold in the Initial Remarketing, (ii) each purchaser (or the Depositary Participant thereof) of the Reset Rate and the aggregate principal amount of Notes such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Depositary Participant to pay the purchase price on the Reset Effective Date November 16, 2004 in same day funds against delivery of the Notes purchased through the facilities of the Depositary. (i) In accordance with the Depositary's normal procedures, on the Reset Effective DateNovember 16, 2004, the transactions described above with respect to each Note tendered for purchase and sold in the Initial Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary Participants shall be debited and credited and such Notes delivered by book-book entry as necessary to effect purchases and sales of such Notes. The Depositary shall make payment in accordance with its normal procedures. (j) If any Holder selling Notes in the Initial Remarketing fails to deliver such Notes, the Depositary Participant of such selling Holder and of any other Person that was to have purchased Notes in the Initial Remarketing may deliver to any such other Person an aggregate principal amount of Notes that is less than the aggregate principal amount of Notes that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Notes to be so delivered shall be determined by such Depositary Participant, and delivery of such lesser number aggregate principal amount of Notes shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Notes in the Initial Remarketing or otherwise. None of Neither the Trust, any Trustee, the Depositary or Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Notes for remarketing. (l) The tender and settlement procedures set forth in this Section 8.18.01, including provisions for payment by purchasers of Notes in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Depositary or if the book-entry system is no longer available for the Notes at the time of the Initial Remarketing or if any Notes are then held in certificated formRemarketing, to facilitate the tendering and remarketing of Notes in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event be below the initial interest rate payable for the Notes and in no event exceed the maximum rate, if any, rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the NotesNotes and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth Business Day before November 16, 2004) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing Procedures. (a) The Company shall will request, (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, not later than 7 seven nor more than 15 calendar days prior to the Reset Announcement Date, and (ii) in the case of any Additional Remarketing, as soon as practical after the Depositary has been notified of such Additional Initial Remarketing by the Remarketing Agent, Date that the Depositary Clearing Agency notify the Holders of the Notes of the Reset Announcement Date. The Remarketing Agent shall request (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, request, not later than 15 nor more than 30 calendar days prior to any such remarketing date, and (ii) in the case of any Additional Remarketing as soon as practical after the Depositary has been notified of such Additional Remarketing by the Depositor, that the Depositary notify the Holders of Income PRIDES and Growth PRIDES of the Notes of such Initial Remarketing. (b) Under Section 5.02 of the Warrant Agreement, Notes that constitute components of Equity Units will be remarketed as provided therein and in this Section 8. Instead of participating in the first Initial Remarketing, Holders of Notes can deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to or on the fifth Business Day preceding August 17, 2004. Instead of participating in an Additional Remarketing, Holders of Notes can notify the Warrant Agent on or prior to the fifth Business Day immediately preceding August 17, 2004, of their intention to deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to the fourth Business Day preceding August 17, 2004. Not later than 5:00 P.M., New York City time, on the second Business Day immediately preceding any such the Initial Remarketing Date, but no earlier than the interest payment date immediately preceding such Remarketing Date, each Holder of the Notes not constituting components of Equity Units Income PRIDES may elect to have the Notes held by such Holder remarketed. Holders of Notes that are not components a component of Equity Units Income PRIDES shall give notice of their election to have such Notes remarketed to the Custodial Collateral Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 p.m.P.M., New York City time, on the second Business Day immediately preceding any the Initial Remarketing Date and may not be conditioned upon the level at which the Reset Rate is established. Pursuant to Section 5.02 of the Warrant Agreement, upon written request by the Company made two Business Days prior thereto, the Warrant Agent shall notify, by 11:00 a.m.Promptly after 5:30 P.M., New York City time, on such second Business Day, the Business Day immediately preceding any Initial Remarketing DateTrustee, based on the notices received by it prior to such time (including notices from the Purchase Contract Agent as to Purchase Contracts for which Cash Settlement has been elected), shall notify the Company and the Remarketing Agent and the Company, as the case may be, of the aggregate principal amount number of Notes (to be tendered for remarketing. Under Section 5.4 of the Purchase Contract Agreement, Notes that are constitute components of Equity Units) to Income PRIDES will be remarketed. Pursuant to remarketed as provided therein and in this Section 5.6(c) of the Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent and the Depositor of the aggregate principal amount of Notes (that are not components of Equity Units) to be remarketed9. 1. The Notes constituting components of the Equity Units Income PRIDES shall be deemed tendered, notwithstanding any failure by the holder Holder of such Equity Units Income PRIDES to deliver or properly deliver such Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Notes tendered for purchase shall be limited to the extent that: that (i) the Remarketing Agent conducts an Initial Remarketing a remarketing pursuant to the terms of the Remarketing Agreement and Warrant Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is not less than 100% of the Treasury Portfolio Purchase Price Price, and (iv) such purchaser or purchasers deliver the purchase price therefore therefor to the Remarketing Agent as and when required. The Holders of Notes that are remarketed in a Successful Initial Remarketing shall be deemed to have agreed that the remarketing fee specified in Section 5.03(b) of the Warrant Agreement shall be deducted from the proceeds of the remarketing. (d) On the Initial Remarketing Date, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent shall use reasonable efforts to remarket, at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is equal to approximately 100.25100.5% of the Treasury Portfolio Purchase Price, Notes tendered or deemed tendered for purchase. (e) If there are no Equity Units Income PRIDES outstanding and none of the Holders elect to have Notes held by them remarketed, the Reset Rate shall be the rate determined by the Reset Agent Agent, subject to the terms of the Remarketing Agreement, as the rate that would have been established had a remarketing been held on the Initial Remarketing Date. (f) If the Remarketing Agent has determined that it will be able to remarket all Notes tendered or deemed tendered prior to 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Notes tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed remarketing ("Failed Initial Remarketing has occurred, pursuant Remarketing") shall be deemed to the terms of the Remarketing Agreement, have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, Company, the Collateral Agent Trustee, and the Warrant AgentClearing Agency. (h) By approximately 4:30 p.m.P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent and the Reset Agent shall, pursuant to the terms of the Remarketing Agreement shall advise, by telephone (i) the Collateral Agent, the Company, the Collateral Agent Trustee, and the Warrant Agent Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount of Notes sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate principal amount of Notes such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Clearing Agency Participant to pay the purchase price on the Reset Effective Date May 17, 2004 in same day funds against delivery of the Notes purchased through the facilities of the DepositaryClearing Agency. (i) In accordance with the DepositaryClearing Agency's normal procedures, on the Reset Effective DateMay 17, 2004, the transactions described above with respect to each Note tendered for purchase and sold in the Initial Remarketing shall be executed through the DepositaryClearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Notes delivered by book-book entry as necessary to effect purchases and sales of such Notes. The Depositary Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Notes in the Initial Remarketing fails to deliver such Notes, the Depositary Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Notes in the Initial Remarketing may deliver to any such other Person an aggregate principal amount of Notes that is less than the aggregate principal amount of Notes that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Notes to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser number aggregate principal amount of Notes shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Notes in the Initial Remarketing or otherwise. None of Neither the Trust, any Trustee, the Depositary or Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Notes for remarketing. (l) The tender and settlement procedures set forth in this Section 8.19.1, including provisions for payment by purchasers of Notes in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Depositary Clearing Agency or if the book-entry system is no longer available for the Notes at the time of the Initial Remarketing or if any Notes are then held in certificated formRemarketing, to facilitate the tendering and remarketing of Notes in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event be below the initial interest rate payable for the Notes and in no event exceed the maximum rate, if any, rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the NotesNotes and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the 10th Business Day before May 17, 2004) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing Procedures. (a) The Company shall will request, (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, not later than 7 seven nor more than 15 calendar days prior to the Reset Announcement Date, and (ii) in the case of any Additional Remarketing, as soon as practical after the Depositary has been notified of such Additional Initial Remarketing by the Remarketing Agent, Date that the Depositary Clearing Agency notify the Holders of the Senior Notes of the Reset Announcement Date. The Remarketing Agent shall request (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, request, not later than 15 nor more than 30 calendar days prior to any such remarketing date, and (ii) in the case of any Additional Remarketing as soon as practical after the Depositary has been notified of such Additional Remarketing by the Depositor, that the Depositary notify the Holders of the Notes Upper DECS of such the Initial Remarketing. (b) Under Section 5.02 of the Warrant AgreementNot later than 5:00 P.M., Notes that constitute components of Equity Units will be remarketed as provided therein and in this Section 8. Instead of participating in the first Initial RemarketingNew York City time, Holders of Notes can deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to or on the fifth Business Day preceding August 17, 2004. Instead of participating in an Additional Remarketing, Holders of Notes can notify the Warrant Agent on or prior to the fifth tenth Business Day immediately preceding August 17the Initial Remarketing Date, 2004, each Holder of the Senior Notes not constituting components of Upper DECS may elect to have the Senior Notes held by such Holder remarketed. Holders of Senior Notes that are not a component of Upper DECS shall give notice of their intention election to deliver the Treasury Portfolio have such Notes remarketed to the Remarketing Collateral Agent or its designated entity prior pursuant to the fourth Business Day preceding August 17, 2004Pledge Agreement. Not later than Any such notice shall be irrevocable after 5:00 P.M., New York City time, on the second Business Day immediately preceding any such Initial Remarketing Date, but no earlier than the interest payment date immediately preceding such Remarketing Date, each Holder of Notes not constituting components of Equity Units may elect to have the Notes held by such Holder remarketed. Holders of Notes that are not components of Equity Units shall give notice of their election to have such Notes remarketed to the Custodial Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 p.m., New York City time, on the Business Day immediately preceding any Initial Remarketing Date and may not be conditioned upon the level at which the Reset Rate is established. Pursuant to Section 5.02 of the Warrant Agreement, upon written request by the Company made two Business Days prior thereto, the Warrant Agent shall notify, by 11:00 a.m.Promptly after 5:30 P.M., New York City time, onsuch tenth Business Day, the Trustee, based solely on the Business Day immediately preceding any Initial Remarketing Datenotices received by it prior to such time from the Purchase Contract Agent and the Collateral Agent, shall notify the Company and the Remarketing Agent and the Company, as the case may be, of the aggregate principal amount of Senior Notes (to be tendered for remarketing. Under Section 5.4 of the Purchase Contract Agreement, Senior Notes that are constitute components of Equity Units) to Upper DECS will be remarketed. Pursuant to remarketed as provided therein and in this Section 5.6(c) of the Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent and the Depositor of the aggregate principal amount of Notes (that are not components of Equity Units) to be remarketed7.1. The Senior Notes constituting components of the Equity Units Upper DECS shall be deemed tendered, notwithstanding any failure by the holder Holder of such Equity Units Upper DECS to deliver or properly deliver such Senior Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Senior Notes tendered for purchase Initial Remarketing or the Secondary Remarketing, as the case may be, shall be limited to the extent that: that (i) the Remarketing Agent conducts an Initial Remarketing and, in the event of a Failed Remarketing, a Secondary Remarketing pursuant to the terms of the Remarketing Agreement and Warrant Agreement, (ii) Senior Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Senior Notes at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is not less than the Minimum Initial Remarketing Price, in the case of the Initial Remarketing, and 100% of the Treasury Portfolio Purchase Price principal amount thereof, in case of the Secondary Remarketing, and (iv) such purchaser or purchasers deliver the purchase price therefore therefor to the Remarketing Agent as and when required. The Holders Each Holder of Senior Notes that are remarketed in a Successful Initial Remarketing shall be deemed to have agreed (as defined in the Remarketing Agreement) agrees that the a remarketing fee specified in Section 5.03(b) of an amount set forth in the Warrant Remarketing Agreement shall be deducted from the proceeds of the remarketing. (d) On the Initial Remarketing Date, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent shall use reasonable efforts to remarket, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of Senior Notes is equal to approximately 100.25100.5% of the Treasury Portfolio Purchase Price, Notes tendered or deemed tendered for purchase. (e) If there are no Equity Units Upper DECS outstanding and none of the Holders elect to have Senior Notes held by them remarketed, the Reset Rate shall be the rate determined by the Reset Agent Agent, subject to the terms of the Remarketing Agreement, as the rate that would have been established had a remarketing been held on the Initial Remarketing Date. (f) If the Remarketing Agent has determined that it will be able to remarket all Senior Notes tendered or deemed tendered prior to 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, (i) the Remarketing Agent is unable to remarket all Senior Notes tendered or deemed tendered for purchase, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of Senior Notes is equal to or at least 100% of the Treasury Portfolio Purchase Price, or (ii) if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed remarketing ("Failed Initial Remarketing has occurred, pursuant Remarketing") shall be deemed to the terms of the Remarketing Agreement, have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Purchase Contract Agent, Company, Trustee, and Clearing Agency. If requested by the Collateral Agent and Agent, the Warrant Purchase Contract Agent, the Trustee or the Clearing Agency, the Company shall confirm such advice in writing. (h) By approximately 4:30 p.m.P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent and the Reset Agent shall, pursuant to the terms of the Remarketing Agreement shall advise, by telephone (i) the Collateral Agent, the Purchase Contract Agent, the Company, the Collateral Agent Trustee, and the Warrant Agent Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount of Senior Notes sold in the Initial RemarketingRemarketing and the Reset Rate, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate principal amount of Senior Notes such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Clearing Agency Participant to pay the purchase price on the Reset Effective Date May 17, 2004 in same day funds against delivery of the Notes purchased through the facilities of the DepositaryClearing Agency. (i) In accordance with the DepositaryClearing Agency's normal procedures, on the Reset Effective DateMay 17, 2004, the transactions described above with respect to each Note tendered for purchase and sold in the Initial Remarketing shall be executed through the DepositaryClearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Senior Notes delivered by book-book entry as necessary to effect purchases and sales of such Senior Notes. The Depositary Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Senior Notes in the Initial Remarketing fails to deliver such Senior Notes, the Depositary Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Senior Notes in the Initial Remarketing may deliver to any such other Person an aggregate principal amount of Senior Notes that is less than the aggregate principal amount of Senior Notes that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Senior Notes to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser number aggregate principal amount of Senior Notes shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Senior Notes in the Initial Remarketing or otherwise. None of Neither the Trustee, the Depositary or Purchase Contract Agent, the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Senior Notes for remarketing. The Trustee shall have no duties or obligations in respect of the Initial Remarketing except to provide the notice required of it in accordance with Section 7.1(b). (l) The tender and settlement procedures set forth in this Section 8.17.1, including provisions for payment by purchasers of Senior Notes in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Depositary Clearing Agency or if the book-entry book_entry system is no longer available for the Notes at the time of the Initial Remarketing or if any Notes are then held in certificated formRemarketing, to facilitate the tendering and remarketing of Senior Notes in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event be below the initial interest rate payable for the Notes and in no event exceed the maximum rate, if any, rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the NotesSenior Notes and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the tenth Business Day before May 17, 2004) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing Procedures. (a) The Company shall will request, (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, not later than 7 seven nor more than 15 calendar days prior to the Reset Announcement Date, and (ii) in the case of any Additional Remarketing, as soon as practical after the Depositary has been notified of such Additional Initial Remarketing by the Remarketing Agent, Date that the Depositary Clearing Agency notify the Holders of the Senior Notes of the Reset Announcement Date. The Remarketing Agent shall request (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, request, not later than 15 nor more than 30 calendar days prior to any such remarketing date, and (ii) in the case of any Additional Remarketing as soon as practical after the Depositary has been notified of such Additional Remarketing by the Depositor, that the Depositary notify the Holders of Income PRIDES and Growth PRIDES of the Notes of such Remarketing. (b) Under Section 5.02 of the Warrant Agreement, Notes that constitute components of Equity Units will be remarketed as provided therein and in this Section 8. Instead of participating in the first Initial Remarketing, Holders of Notes can deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to or on the fifth Business Day preceding August 17, 2004. Instead of participating in an Additional Remarketing, Holders of Notes can notify the Warrant Agent on or prior to the fifth Business Day immediately preceding August 17, 2004, of their intention to deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to the fourth Business Day preceding August 17, 2004. Not later than 5:00 P.M., New York City time, on the second Business Day immediately preceding any such the Initial Remarketing Date, but no earlier than the interest payment date immediately preceding such Remarketing Date, each Holder of the Senior Notes not constituting components of Equity Units Income PRIDES may elect to have the Senior Notes held by such Holder remarketed. Holders of Senior Notes that are not components a component of Equity Units Income PRIDES shall give notice of their election to have such Senior Notes remarketed to the Custodial Collateral Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 p.m.P.M., New York City time, on the second Business Day immediately preceding any the Initial Remarketing Date and may not be conditioned upon the level at which the Reset Rate is established. Pursuant to Section 5.02 of the Warrant Agreement, upon written request by the Company made two Business Days prior thereto, the Warrant Agent shall notify, by 11:00 a.m.Promptly after 5:30 P.M., New York City time, on such second Business Day, the Business Day immediately preceding any Initial Remarketing DateTrustee, based on the notices received by it prior to such time (including notices from the Purchase Contract Agent as to Purchase Contracts for which Cash Settlement has been elected), shall notify the Company and the Remarketing Agent and the Company, as the case may be, of the aggregate principal amount number of Senior Notes (to be tendered for remarketing. Under Section 5.4 of the Purchase Contract Agreement, Senior Notes that are constitute components of Equity Units) to Income PRIDES will be remarketed. Pursuant to remarketed as provided therein and in this Section 5.6(c) of the Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent and the Depositor of the aggregate principal amount of Notes (that are not components of Equity Units) to be remarketed9. 1. The Senior Notes constituting components of the Equity Units Income PRIDES shall be deemed tendered, notwithstanding any failure by the holder Holder of such Equity Units Income PRIDES to deliver or properly deliver such Senior Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Senior Notes tendered for purchase shall be limited to the extent that: that (i) the Remarketing Agent conducts an Initial Remarketing a remarketing pursuant to the terms of the Remarketing Agreement and Warrant Agreement, (ii) Senior Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Senior Notes at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of Senior Notes is not less than 100% of the Treasury Portfolio Purchase Price Price, and (iv) such purchaser or purchasers deliver the purchase price therefore therefor to the Remarketing Agent as and when required. The Holders of Notes that are remarketed in a Successful Initial Remarketing shall be deemed to have agreed that the remarketing fee specified in Section 5.03(b) of the Warrant Agreement shall be deducted from the proceeds of the remarketing. (d) On the Initial Remarketing Date, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent shall use reasonable efforts to remarket, at a price per Senior Note such that the aggregate price for the Applicable Principal Amount of Senior Notes is equal to approximately 100.25100.5% of the Treasury Portfolio Purchase Price, Senior Notes tendered or deemed tendered for purchase. (e) If there are no Equity Units Income PRIDES outstanding and none of the Holders elect to have Senior Notes held by them remarketed, the Reset Rate shall be the rate determined by the Reset Agent Agent, subject to the terms of the Remarketing Agreement, as the rate that would have been established had a remarketing been held on the Initial Remarketing Date. (f) If the Remarketing Agent has determined that it will be able to remarket all Senior Notes tendered or deemed tendered prior to 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Senior Notes tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed remarketing ("Failed Initial Remarketing has occurred, pursuant Remarketing") shall be deemed to the terms of the Remarketing Agreement, have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, Company, the Collateral Agent Trustee, and the Warrant AgentClearing Agency. (h) By approximately 4:30 p.m.P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent and the Reset Agent shall, pursuant to the terms of the Remarketing Agreement shall advise, by telephone (i) the Collateral Agent, the Company, the Collateral Agent Trustee, and the Warrant Agent Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount of Senior Notes sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate principal amount of Senior Notes such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Clearing Agency Participant to pay the purchase price on the Reset Effective Date August 17, 2004 in same day funds against delivery of the Senior Notes purchased through the facilities of the DepositaryClearing Agency. (i) In accordance with the DepositaryClearing Agency's normal procedures, on the Reset Effective DateAugust 17, 2004, the transactions described above with respect to each Senior Note tendered for purchase and sold in the Initial Remarketing shall be executed through the DepositaryClearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Senior Notes delivered by book-book entry as necessary to effect purchases and sales of such Senior Notes. The Depositary Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Senior Notes in the Initial Remarketing fails to deliver such Senior Notes, the Depositary Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Senior Notes in the Initial Remarketing may deliver to any such other Person an aggregate principal amount of Senior Notes that is less than the aggregate principal amount of Senior Notes that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Senior Notes to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser number aggregate principal amount of Senior Notes shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Senior Notes in the Initial Remarketing or otherwise. None of Neither the Trust, any Trustee, the Depositary or Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Senior Notes for remarketing. (l) The tender and settlement procedures set forth in this Section 8.19.1, including provisions for payment by purchasers of Senior Notes in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Depositary Clearing Agency or if the book-entry system is no longer available for the Senior Notes at the time of the Initial Remarketing or if any Notes are then held in certificated formRemarketing, to facilitate the tendering and remarketing of Senior Notes in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event be below the initial interest rate payable for the Notes and in no event exceed the maximum rate, if any, rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the NotesSenior Notes and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the 10th Business Day before August 17, 2004) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing Procedures. (a) The Company shall ------------------------------ will request, (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, not later than 7 seven nor more than 15 calendar days prior to the Reset Announcement Date, and (ii) in the case of any Additional Remarketing, as soon as practical after the Depositary has been notified of such Additional Initial Remarketing by the Remarketing Agent, Date that the Depositary Clearing Agency notify the Holders of the Notes of the Reset Announcement Date. The Remarketing Agent shall request (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 Securities and the Final Remarketing, request, not later than 15 nor more than 30 calendar days prior to any such remarketing date, and (ii) in the case of any Additional Remarketing as soon as practical after the Depositary has been notified of such Additional Remarketing by the Depositor, that the Depositary notify the Holders of Corporate Units and Treasury Units of the Notes of such Initial Remarketing. (b) Under Section 5.02 of the Warrant Agreement, Notes that constitute components of Equity Units will be remarketed as provided therein and in this Section 8. Instead of participating in the first Initial Remarketing, Holders of Notes can deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to or on the fifth Business Day preceding August 17, 2004. Instead of participating in an Additional Remarketing, Holders of Notes can notify the Warrant Agent on or prior to the fifth Business Day immediately preceding August 17, 2004, of their intention to deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to the fourth Business Day preceding August 17, 2004. Not later than 5:00 P.M., New York City time, on the second Business Day immediately preceding any such the Initial Remarketing Date, but no earlier than the interest payment date immediately preceding such Remarketing Date, each Holder of Notes the Securities not constituting components of Equity Corporate Units may elect to have the Notes Securities held by such Holder remarketed. Holders of Notes Securities that are not components a component of Equity Corporate Units shall give notice of their election to have such Notes Securities remarketed to the Custodial Agent pursuant to the Pledge Agreementprocedures set forth in Section 4.03. Any such notice shall be irrevocable after 5:00 p.m., New York City time, on the Business Day immediately preceding any Initial Remarketing Date and may not be conditioned upon the level at which the Reset Rate is established. Pursuant to Under Section 5.02 5.03 of the Warrant Purchase Contract Agreement, upon written request by the Company made two Business Days prior thereto, the Warrant Agent shall notify, by 11:00 a.m., New York City time, on the Business Day immediately preceding any Initial Remarketing Date, the Remarketing Agent and the Company, as the case may be, of the aggregate principal amount of Notes (Securities that are constitute components of Equity Units) to Corporate Units will be remarketed. Pursuant to remarketed as provided therein and in this Section 5.6(c) of the Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent and the Depositor of the aggregate principal amount of Notes (that are not components of Equity Units) to be remarketed4. 01. The Notes Securities constituting components of the Equity Corporate Units shall be deemed tendered, notwithstanding any failure by the holder Holder of such Equity Corporate Units to deliver or properly deliver such Notes Securities to the Remarketing Agent for purchase. (c) The right of each Holder to have Notes Securities tendered for purchase shall be limited to the extent that: that (i) the Remarketing Agent conducts an Initial Remarketing a remarketing pursuant to the terms of the Remarketing Agreement and Warrant Agreement, (ii) Notes Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes Securities at a price per Note Security such that the aggregate price for the Applicable Principal Amount of Notes Securities is not less than 100% of the Treasury Portfolio Purchase Price Price, and (iv) such purchaser or purchasers deliver the purchase price therefore therefor to the Remarketing Agent as and when required. The Holders of Notes that are remarketed in a Successful Initial Remarketing shall be deemed to have agreed that the remarketing fee specified in Section 5.03(b) of the Warrant Agreement shall be deducted from the proceeds of the remarketing. (d) On the Initial Remarketing Date, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent shall use reasonable efforts to remarket, at a price per Note Security such that the aggregate price for the Applicable Principal Amount of Notes Securities is equal to approximately 100.25% of the Treasury Portfolio Purchase Price, Securities tendered or deemed tendered for purchase. (e) If there are no Equity Corporate Units outstanding and none of the Holders elect to have Notes Securities held by them remarketed, the Reset Rate shall be the rate determined by the Reset Agent Agent, subject to the terms of the Remarketing Agreement, as the rate that would have been established had a remarketing been held on the Initial Remarketing Date. (f) If the Remarketing Agent has determined that it will be able to remarket all Notes Securities tendered or deemed tendered prior to 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Securities tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed remarketing ("Failed Initial Remarketing has occurred, pursuant Remarketing") shall be deemed to the terms of the Remarketing Agreement, have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, Company, the Collateral Trustee, Purchase Contract Agent and the Warrant AgentClearing Agency. (h) By approximately 4:30 p.m.P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent and the Reset Agent shall, pursuant to the terms of the Remarketing Agreement shall advise, by telephone (i) the Collateral Agent, the Company, the Collateral Trustee, Purchase Contract Agent and the Warrant Agent Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount of Notes Securities sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate principal amount of Notes Securities such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Clearing Agency Participant to pay the purchase price on the Reset Effective Date [ , 200[ ] in same day funds against delivery of the Notes Securities purchased through the facilities of the DepositaryClearing Agency. (i) In accordance with the DepositaryClearing Agency's normal procedures, on the Reset Effective Date[ , 200[ ]], the transactions described above with respect to each Note Security tendered for purchase and sold in the Initial Remarketing shall be executed through the DepositaryClearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Notes Securities delivered by book-book entry as necessary to effect purchases and sales of such NotesSecurities. The Depositary Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Notes Securities in the Initial Remarketing fails to deliver such NotesSecurities, the Depositary Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Notes Securities in the Initial Remarketing may deliver to any such other Person an aggregate principal amount of Notes Securities that is less than the aggregate principal amount of Notes Securities that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Notes Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser number aggregate principal amount of Notes Securities shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Notes Securities in the Initial Remarketing or otherwise. None of Neither the Trustee, the Depositary or Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Notes Securities for remarketing. (l) The tender and settlement procedures set forth in this Section 8.14.01, including provisions for payment by purchasers of Notes Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Depositary Clearing Agency or if the book-entry system is no longer available for the Notes Securities at the time of the Initial Remarketing or if any Notes are then held in certificated formRemarketing, to facilitate the tendering and remarketing of Notes Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event be below the initial interest rate payable for the Notes and in no event exceed the maximum rate, if any, rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the NotesSecurities and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the 10th Business Day before [ ]) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing Procedures. (a) The Company Depositor shall request, (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17February 18, 2004 and the Final Remarketing, not later than 7 nor more than 15 days prior to the Reset Announcement Date, and (ii) in the case of any Additional Remarketing, as soon as practical after the Depositary has been notified of such Additional Remarketing by the Remarketing AgentDepositor, that the Depositary notify the Holders of the Notes Preferred Trust Securities of the Reset Announcement Date. The Remarketing Agent Depositor shall request (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17February 18, 2004 and the Final Remarketing, request, not later than 15 nor more than 30 calendar days prior to any such remarketing dateRemarketing Date, and (ii) in the case of any Additional Remarketing as soon as practical after the Depositary has been notified of such Additional Remarketing by the Depositor, that the Depositary notify the Holders of the Notes Preferred Trust Securities of such Remarketing. (b) Under Section 5.02 of the Warrant Purchase Contract Agreement, Notes Preferred Trust Securities that constitute components of Equity PEPS Units will be remarketed as provided therein and in this Section 84.07. Instead of participating in the first Initial Remarketing, Holders of Notes Preferred Trust Securities can deliver sufficient cash to the Securities Intermediary to pay the Treasury Portfolio Purchase Price to purchase the Remarketing Agent or its designated entity Treasury Portfolio on their behalf prior to or on the fifth Business Day preceding August 17February 18, 2004. Instead of participating in an Additional Remarketing, Holders of Notes Preferred Trust Securities can notify the Warrant Agent on or prior deliver sufficient cash to the fifth Business Day immediately preceding August 17, 2004, of their intention Securities Intermediary to deliver pay the Treasury Portfolio Purchase Price to purchase the Remarketing Agent or its designated entity Treasury Portfolio on their behalf on the second Business Day prior to the fourth Business Day preceding August 17, 2004any Additional Remarketing. Not later than 5:00 P.M., New York City time, on the second Business Day immediately preceding any such Initial Remarketing Date, but no earlier than the interest payment date Interest Payment Date immediately preceding such Remarketing Date, each Holder of Notes Preferred Trust Securities not constituting components of Equity PEPS Units may elect to have the Notes Preferred Trust Securities held by such Holder remarketed. Holders of Notes Preferred Trust Securities that are not components of Equity PEPS Units shall give notice of their election to have such Notes Preferred Trust Securities remarketed to the Custodial Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 p.m., New York City time, on the second Business Day immediately preceding any Initial Remarketing Date and may not be conditioned upon the level at which the Reset Rate is established. Pursuant to Section 5.02 of the Warrant Purchase Contract Agreement, upon written request by the Company made two Business Days prior thereto, the Warrant Purchase Contract Agent shall notify, by 11:00 a.m., New York City time, on the Business Day immediately preceding any Initial Remarketing Date, the Remarketing Agent Agent, the Trust and the Company, as the case may be, Depositor of the aggregate principal amount Liquidation Amount of Notes Preferred Trust Securities (that are components of Equity PEPS Units) to be remarketed. Pursuant to Section 5.6(c5.7(c) of the Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent and the Depositor of the aggregate principal amount Liquidation Amount of Notes Preferred Trust Securities (that are not components of Equity PEPS Units) to be remarketed. The Notes Preferred Trust Securities constituting components of the Equity PEPS Units shall be deemed tendered, notwithstanding any failure by the holder of such Equity PEPS Units to deliver or properly deliver such Notes Preferred Trust Securities to the Remarketing Agent for purchase. (c) The right of each Holder to have Notes Preferred Trust Securities tendered for purchase shall be limited to the extent that: (i) the Remarketing Agent conducts an Initial Remarketing pursuant to the terms of the Remarketing Agreement and Warrant Purchase Contract Agreement, (ii) Notes Preferred Trust Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes Preferred Trust Securities at a price per Note Preferred Trust Security such that the aggregate price for the Applicable Principal Amount of Notes Preferred Trust Securities is not less than 100% of the Treasury Portfolio Purchase Price and (iv) such purchaser or purchasers deliver the purchase price therefore therefor to the Remarketing Agent as and when required. The Holders of Notes Preferred Trust Securities that are remarketed in a Successful Initial Remarketing shall be deemed to have agreed that the remarketing fee specified in Section 5.03(b) 5.02 of the Warrant Purchase Contract Agreement shall be deducted from the proceeds of the remarketing. (d) On the Initial Remarketing Date, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent shall use reasonable efforts to remarket, at a price per Note Preferred Trust Security such that the aggregate price for the Applicable Principal Amount of Notes Preferred Trust Securities is equal to approximately 100.25% of the Treasury Portfolio Purchase Price. (e) If there are no Equity PEPS Units outstanding and none of the Holders elect to have Notes Preferred Trust Securities held by them remarketed, the Reset Rate shall be the rate determined by the Reset Remarketing Agent subject to the terms of the Remarketing Agreement, as the rate that would have been established had a remarketing been held on the Initial Remarketing Date. (f) If the Remarketing Agent has determined that it will be able to remarket all Notes Preferred Trust Securities tendered or deemed tendered prior to 4:00 p.m., New York City time, on the Initial Remarketing Date, the Reset Remarketing Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 p.m., New York City time, on the Initial Remarketing Date, a Failed Initial Remarketing has occurred, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent shall so advise by telephone the CompanyDepositary, the Property Trustee, the Trust, the Subordinated Notes Issuer, the Collateral Agent, the Purchase Contract Agent and the Warrant AgentDepositor. (h) By approximately 4:30 p.m., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent and the Reset Agent shall, pursuant to the terms of the Remarketing Agreement advise, by telephone (i) the CompanyDepositary, the Property Trustee, the Trust, the Subordinated Notes Issuer, the Collateral Agent, the Purchase Contract Agent and the Warrant Agent Depositor of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount Liquidation Amount of Notes Preferred Trust Securities sold in the Initial Remarketing, (ii) each purchaser (or the Depositary Participant thereof) of the Reset Rate and the aggregate principal amount Liquidation Amount of Notes Preferred Trust Securities such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Depositary Participant to pay the purchase price on the Reset Effective Date in same day funds against delivery of the Notes Preferred Trust Securities purchased through the facilities of the Depositary. (i) In accordance with the Depositary's normal procedures, on the Reset Effective Date, the transactions described above with respect to each Note Preferred Trust Security tendered for purchase and sold in the Initial Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary Participants shall be debited and credited and such Notes Preferred Trust Securities delivered by book-entry as necessary to effect purchases and sales of such NotesPreferred Trust Securities. The Depositary shall make payment in accordance with its normal procedures. (j) If any Holder selling Notes Preferred Trust Securities in the Initial Remarketing fails to deliver such NotesPreferred Trust Securities, the Depositary Participant of such selling Holder and of any other Person that was to have purchased Notes Preferred Trust Securities in the Initial Remarketing may deliver to any such other Person an aggregate principal amount Liquidation Amount of Notes Preferred Trust Securities that is less than the aggregate principal amount Liquidation Amount of Notes Preferred Trust Securities that otherwise was to be purchased by such Person. In such event, the aggregate principal amount Liquidation Amount of Notes Preferred Trust Securities to be so delivered shall be determined by such Depositary Participant, and delivery of such lesser number of Notes Preferred Trust Securities shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Notes Preferred Trust Securities in the Initial Remarketing or otherwise. None of the Trust, any Trustee, the Depositary Depositor, the Subordinated Notes Issuer or the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Notes Preferred Trust Securities for remarketing. (l) The tender and settlement procedures set forth in this Section 8.14.07, including provisions for payment by purchasers of Notes Preferred Trust Securities in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Depositary Depository or if the book-entry system is no longer available for the Notes Preferred Trust Securities at the time of the Initial Remarketing or if any Notes Preferred Trust Securities are then held in certificated form, to facilitate the tendering and remarketing of Notes Preferred Trust Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event be below the initial interest distribution rate payable for the Notes Preferred Trust Securities and in no event exceed the maximum rate, if any, permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the NotesPreferred Trust Securities and it shall rely solely upon written notice from the Depositor (which the Depositor agrees to provide prior to the Reset Announcement Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing Procedures. (a) The Company shall will request, (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, not later than 7 seven nor more than 15 calendar days prior to the Reset Announcement Date, and (ii) in the case of any Additional Remarketing, as soon as practical after the Depositary has been notified of such Additional Initial Remarketing by the Remarketing Agent, Date that the Depositary Clearing Agency notify the Holders of the Notes of the Reset Announcement Date. The Remarketing Agent shall request (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 Debentures and the Final Remarketing, request, not later than 15 nor more than 30 calendar days prior to any such remarketing date, and (ii) in the case of any Additional Remarketing as soon as practical after the Depositary has been notified of such Additional Remarketing by the Depositor, that the Depositary notify the Holders of Corporate Units and Treasury Units of the Notes of such Initial Remarketing. (b) Under Section 5.02 of the Warrant Agreement, Notes that constitute components of Equity Units will be remarketed as provided therein and in this Section 8. Instead of participating in the first Initial Remarketing, Holders of Notes can deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to or on the fifth Business Day preceding August 17, 2004. Instead of participating in an Additional Remarketing, Holders of Notes can notify the Warrant Agent on or prior to the fifth Business Day immediately preceding August 17, 2004, of their intention to deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to the fourth Business Day preceding August 17, 2004. Not later than 5:00 P.M., New York City time, on the second Business Day immediately preceding any such the Initial Remarketing Date, but no earlier than the interest payment date immediately preceding such Remarketing Date, each Holder of Notes the Debentures not constituting components of Equity Corporate Units may elect to have the Notes Debentures held by such Holder remarketed. Holders of Notes Debentures that are not components a component of Equity Corporate Units shall give notice of their election to have such Notes Debentures remarketed to the Custodial Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 p.m.P.M., New York City time, on the second Business Day immediately preceding any the Initial Remarketing Date and may not be conditioned upon the level at which the Reset Rate is established. Pursuant to Section 5.02 of the Warrant Agreement, upon written request by the Company made two Business Days prior thereto, the Warrant Agent shall notify, by 11:00 a.m.Promptly after 5:30 P.M., New York City time, on such second Business Day, the Business Day immediately preceding any Initial Remarketing DateTrustee, based on the notices received by it prior to such time (including notices from the Purchase Contract Agent as to Purchase Contracts for which Cash Settlement has been elected), shall notify the Company and the Remarketing Agent and the Company, as the case may be, of the aggregate principal amount number of Notes (Debentures to be tendered for remarketing. Under Section 5.3 of the Purchase Contract Agreement, Debentures that are constitute components of Equity Units) to Corporate Units will be remarketed. Pursuant to remarketed as provided therein and in this Section 5.6(c) of the Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent and the Depositor of the aggregate principal amount of Notes (that are not components of Equity Units) to be remarketed9. 1. The Notes Debentures constituting components of the Equity Corporate Units shall be deemed tendered, notwithstanding any failure by the holder Holder of such Equity Corporate Units to deliver or properly deliver such Notes Debentures to the Remarketing Agent for purchase. (c) The right of each Holder to have Notes Debentures tendered for purchase shall be limited to the extent that: that (i) the Remarketing Agent conducts an Initial Remarketing a remarketing pursuant to the terms of the Remarketing Agreement and Warrant Agreement, (ii) Notes Debentures tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes Debentures at a price per Note Debenture such that the aggregate price for the Applicable Principal Amount of Notes Debentures is not less than 100% of the Treasury Portfolio Purchase Price Price, and (iv) such purchaser or purchasers deliver the purchase price therefore therefor to the Remarketing Agent as and when required. The Holders of Notes that are remarketed in a Successful Initial Remarketing shall be deemed to have agreed that the remarketing fee specified in Section 5.03(b) of the Warrant Agreement shall be deducted from the proceeds of the remarketing. (d) On the Initial Remarketing Date, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent shall use reasonable efforts to remarket, at a price per Note Debenture such that the aggregate price for the Applicable Principal Amount of Notes Debentures is equal to approximately 100.25100.5% of the Treasury Portfolio Purchase Price, Debentures tendered or deemed tendered for purchase. (e) If there are no Equity Corporate Units outstanding and none of the Holders elect to have Notes Debentures held by them remarketed, the Reset Rate shall be the rate determined by the Reset Agent Agent, subject to the terms of the Remarketing Agreement, as the rate that would have been established had a remarketing been held on the Initial Remarketing Date. (f) If the Remarketing Agent has determined that it will be able to remarket all Notes Debentures tendered or deemed tendered prior to 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Debentures tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed remarketing ("Failed Initial Remarketing has occurred, pursuant Remarketing") shall be deemed to the terms of the Remarketing Agreement, have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, Company, the Collateral Agent Trustee, and the Warrant AgentClearing Agency. (h) By approximately 4:30 p.m.P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent and the Reset Agent shall, pursuant to the terms of the Remarketing Agreement shall advise, by telephone (i) the Collateral Agent, the Company, the Collateral Agent Trustee, and the Warrant Agent Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount of Notes Debentures sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate principal amount of Notes Debentures such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Clearing Agency Participant to pay the purchase price on the Reset Effective Date ___________, 2003 in same day funds against delivery of the Notes Debentures purchased through the facilities of the DepositaryClearing Agency. (i) In accordance with the DepositaryClearing Agency's normal procedures, on the Reset Effective Date________, 2003, the transactions described above with respect to each Note Debenture tendered for purchase and sold in the Initial Remarketing shall be executed through the DepositaryClearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Notes Debentures delivered by book-book entry as necessary to effect purchases and sales of such NotesDebentures. The Depositary Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Notes Debentures in the Initial Remarketing fails to deliver such NotesDebentures, the Depositary Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Notes Debentures in the Initial Remarketing may deliver to any such other Person an aggregate principal amount of Notes Debentures that is less than the aggregate principal amount of Notes Debentures that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Notes Debentures to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser number aggregate principal amount of Notes Debentures shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Notes Debentures in the Initial Remarketing or otherwise. None of Neither the Trust, any Trustee, the Depositary or Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Notes Debentures for remarketing. (l) The tender and settlement procedures set forth in this Section 8.19.1, including provisions for payment by purchasers of Notes Debentures in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Depositary Clearing Agency or if the book-entry system is no longer available for the Notes Debentures at the time of the Initial Remarketing or if any Notes are then held in certificated formRemarketing, to facilitate the tendering and remarketing of Notes Debentures in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event be below the initial interest rate payable for the Notes and in no event exceed the maximum rate, if any, rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the NotesDebentures and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the 10th Business Day before ________, 2003) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing Procedures. (a) The Company shall will request, (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, not later than 7 seven nor more than 15 calendar days prior to the Reset Announcement Date, and (ii) in the case of any Additional Remarketing, as soon as practical after the Depositary has been notified of such Additional Initial Remarketing by the Remarketing Agent, Date that the Depositary Clearing Agency notify the Holders of the Notes of the Reset Announcement Date. The Remarketing Agent shall request (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 Debentures and the Final Remarketing, request, not later than 15 nor more than 30 calendar days prior to any such remarketing date, and (ii) in the case of any Additional Remarketing as soon as practical after the Depositary has been notified of such Additional Remarketing by the Depositor, that the Depositary notify the Holders of Corporate Units and Treasury Units of the Notes of such Initial Remarketing. (b) Under Section 5.02 of the Warrant Agreement, Notes that constitute components of Equity Units will be remarketed as provided therein and in this Section 8. Instead of participating in the first Initial Remarketing, Holders of Notes can deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to or on the fifth Business Day preceding August 17, 2004. Instead of participating in an Additional Remarketing, Holders of Notes can notify the Warrant Agent on or prior to the fifth Business Day immediately preceding August 17, 2004, of their intention to deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to the fourth Business Day preceding August 17, 2004. Not later than 5:00 P.M., New York City time, on the second Business Day immediately preceding any such the Initial Remarketing Date, but no earlier than the interest payment date immediately preceding such Remarketing Date, each Holder of Notes the Debentures not constituting components of Equity Corporate Units may elect to have the Notes Debentures held by such Holder remarketed. Holders of Notes Debentures that are not components a component of Equity Corporate Units shall give notice of their election to have such Notes Debentures remarketed to the Custodial Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 p.m.P.M., New York City time, on the second Business Day immediately preceding any the Initial Remarketing Date and may not be conditioned upon the level at which the Reset Rate is established. Pursuant to Section 5.02 of the Warrant Agreement, upon written request by the Company made two Business Days prior thereto, the Warrant Agent shall notify, by 11:00 a.m.Promptly after 5:30 P.M., New York City time, on such second Business Day, the Business Day immediately preceding any Initial Remarketing DateTrustee, based on the notices received by it prior to such time (including notices from the Purchase Contract Agent as to Purchase Contracts for which Cash Settlement has been elected), shall notify the Company and the Remarketing Agent and the Company, as the case may be, of the aggregate principal amount number of Notes (Debentures to be tendered for remarketing. Under Section 5.3 of the Purchase Contract Agreement, Debentures that are constitute components of Equity Units) to Corporate Units will be remarketed. Pursuant to remarketed as provided therein and in this Section 5.6(c) of the Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent and the Depositor of the aggregate principal amount of Notes (that are not components of Equity Units) to be remarketed9. 1. The Notes Debentures constituting components of the Equity Corporate Units shall be deemed tendered, notwithstanding any failure by the holder Holder of such Equity Corporate Units to deliver or properly deliver such Notes Debentures to the Remarketing Agent for purchase. (c) The right of each Holder to have Notes Debentures tendered for purchase shall be limited to the extent that: that (i) the Remarketing Agent conducts an Initial Remarketing a remarketing pursuant to the terms of the Remarketing Agreement and Warrant Agreement, (ii) Notes Debentures tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes Debentures at a price per Note Debenture such that the aggregate price for the Applicable Principal Amount of Notes Debentures is not less than 100% of the Treasury Portfolio Purchase Price Price, and (iv) such purchaser or purchasers deliver the purchase price therefore therefor to the Remarketing Agent as and when required. The Holders of Notes that are remarketed in a Successful Initial Remarketing shall be deemed to have agreed that the remarketing fee specified in Section 5.03(b) of the Warrant Agreement shall be deducted from the proceeds of the remarketing. (d) On the Initial Remarketing Date, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent shall use reasonable efforts to remarket, at a price per Note Debenture such that the aggregate price for the Applicable Principal Amount of Notes Debentures is equal to approximately 100.25100.5% of the Treasury Portfolio Purchase Price, Debentures tendered or deemed tendered for purchase. (e) If there are no Equity Corporate Units outstanding and none of the Holders elect to have Notes Debentures held by them remarketed, the Reset Rate shall be the rate determined by the Reset Agent Agent, subject to the terms of the Remarketing Agreement, as the rate that would have been established had a remarketing been held on the Initial Remarketing Date. (f) If the Remarketing Agent has determined that it will be able to remarket all Notes Debentures tendered or deemed tendered prior to 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Remarketing Agent is unable to remarket all Debentures tendered or deemed tendered for purchase or if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed remarketing ("Failed Initial Remarketing has occurred, pursuant Remarketing") shall be deemed to the terms of the Remarketing Agreement, have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, Company, the Collateral Trustee, Purchase Contract Agent and the Warrant AgentClearing Agency. (h) By approximately 4:30 p.m.P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent and the Reset Agent shall, pursuant to the terms of the Remarketing Agreement shall advise, by telephone (i) the Collateral Agent, the Company, the Collateral Trustee, Purchase Contract Agent and the Warrant Agent Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount of Notes Debentures sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate principal amount of Notes Debentures such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Clearing Agency Participant to pay the purchase price on the Reset Effective Date February 17, 2004 in same day funds against delivery of the Notes Debentures purchased through the facilities of the DepositaryClearing Agency. (i) In accordance with the DepositaryClearing Agency's normal procedures, on the Reset Effective DateFebruary 17, 2004, the transactions described above with respect to each Note Debenture tendered for purchase and sold in the Initial Remarketing shall be executed through the DepositaryClearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Notes Debentures delivered by book-book entry as necessary to effect purchases and sales of such NotesDebentures. The Depositary Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Notes Debentures in the Initial Remarketing fails to deliver such NotesDebentures, the Depositary Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Notes Debentures in the Initial Remarketing may deliver to any such other Person an aggregate principal amount of Notes Debentures that is less than the aggregate principal amount of Notes Debentures that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Notes Debentures to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser number aggregate principal amount of Notes Debentures shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Notes Debentures in the Initial Remarketing or otherwise. None of Neither the Trustee, the Depositary or Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Notes Debentures for remarketing. (l) The tender and settlement procedures set forth in this Section 8.19.1, including provisions for payment by purchasers of Notes Debentures in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Depositary Clearing Agency or if the book-entry system is no longer available for the Notes Debentures at the time of the Initial Remarketing or if any Notes are then held in certificated formRemarketing, to facilitate the tendering and remarketing of Notes Debentures in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event be below the initial interest rate payable for the Notes and in no event exceed the maximum rate, if any, rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the NotesDebentures and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the 10th Business Day before February 17, 2004) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

Initial Remarketing Procedures. (a) The Company shall will request, (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, not later than 7 seven nor more than 15 calendar days prior to the Reset Announcement Date, and (ii) in the case of any Additional Remarketing, as soon as practical after the Depositary has been notified of such Additional Initial Remarketing by the Remarketing Agent, Date that the Depositary Clearing Agency notify the Holders of the Notes of the Reset Announcement Date. The Remarketing Agent shall request (i) in the case of the first Initial Remarketing on the third Business Day immediately preceding May 17, 2004 and the Final Remarketing, request, not later than 15 nor more than 30 calendar days prior to any such remarketing date, and (ii) in the case of any Additional Remarketing as soon as practical after the Depositary has been notified of such Additional Remarketing by the Depositor, that the Depositary notify the Holders of Income PRIDES and Growth PRIDES of the Notes of such Initial Remarketing. (b) Under Section 5.02 of the Warrant Agreement, Notes that constitute components of Equity Units will be remarketed as provided therein and in this Section 8. Instead of participating in the first Initial Remarketing, Holders of Notes can deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to or on the fifth Business Day preceding August 17, 2004. Instead of participating in an Additional Remarketing, Holders of Notes can notify the Warrant Agent on or prior to the fifth Business Day immediately preceding August 17, 2004, of their intention to deliver the Treasury Portfolio to the Remarketing Agent or its designated entity prior to the fourth Business Day preceding August 17, 2004. Not later than 5:00 P.M., New York City time, on the second Business Day immediately preceding any such the Initial Remarketing Date, but no earlier than the interest payment date immediately preceding such Remarketing Date, each Holder of the Notes not constituting components of Equity Units Income PRIDES may elect to have the Notes held by such Holder remarketed. Holders of Notes that are not components a component of Equity Units Income PRIDES shall give notice of their election to have such Notes remarketed to the Custodial Collateral Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 p.m.P.M., New York City time, on the second Business Day immediately preceding any the Initial Remarketing Date and may not be conditioned upon the level at which the Reset Rate is established. Pursuant to Section 5.02 of the Warrant Agreement, upon written request by the Company made two Business Days prior thereto, the Warrant Agent shall notify, by 11:00 a.m.Promptly after 5:30 P.M., New York City time, on such second Business Day, the Business Day immediately preceding any Initial Remarketing DateTrustee, based on the notices received by it prior to such time (including notices from the Purchase Contract Agent as to Purchase Contracts for which Cash Settlement has been elected), shall notify the Company and the Remarketing Agent and the Company, as the case may be, of the aggregate principal amount number of Notes (to be tendered for remarketing. Under Section 5.4 of the Purchase Contract Agreement, Notes that are constitute components of Equity Units) to Income PRIDES will be remarketed. Pursuant to remarketed as provided therein and in this Section 5.6(c) of the Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent and the Depositor of the aggregate principal amount of Notes (that are not components of Equity Units) to be remarketed9. 1. The Notes constituting components of the Equity Units Income PRIDES shall be deemed tendered, notwithstanding any failure by the holder Holder of such Equity Units Income PRIDES to deliver or properly deliver such Notes to the Remarketing Agent for purchase. (c) The right of each Holder to have Notes tendered for purchase Initial Remarketing or the Secondary Remarketing, as the case may be, shall be limited to the extent that: that (i) the Remarketing Agent conducts an Initial Remarketing and, in the event of a Failed Remarketing, a Secondary Remarketing pursuant to the terms of the Remarketing Agreement and Warrant Agreement, (ii) Notes tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Notes at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is not less than the Minimum Initial Remarketing Price, in the case of the Initial Remarketing, and 100% of the Treasury Portfolio Purchase Price principal amount thereof, in case of the Secondary Remarketing, and (iv) such purchaser or purchasers deliver the purchase price therefore therefor to the Remarketing Agent as and when required. The Holders Each Holder of Notes that are remarketed in a Successful Initial Remarketing shall be deemed to have agreed agrees that the a remarketing fee specified in Section 5.03(b) of an amount set forth in the Warrant Remarketing Agreement shall be deducted from the proceeds of the remarketing. (d) On the Initial Remarketing Date, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent shall use reasonable efforts to remarket, at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is equal to approximately 100.25100.5% of the Treasury Portfolio Purchase Price, Notes tendered or deemed tendered for purchase. (e) If there are no Equity Units Income PRIDES outstanding and none of the Holders elect to have Notes held by them remarketed, the Reset Rate shall be the rate determined by the Reset Agent Agent, subject to the terms of the Remarketing Agreement, as the rate that would have been established had a remarketing been held on the Initial Remarketing Date. (f) If the Remarketing Agent has determined that it will be able to remarket all Notes tendered or deemed tendered prior to 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, the Reset Agent, subject to the terms of the Remarketing Agreement, shall determine the Reset Rate. (g) If, by 4:00 p.m.P.M., New York City time, on the Initial Remarketing Date, (i) the Remarketing Agent is unable to remarket all Notes tendered or deemed tendered for purchase, at a price per Note such that the aggregate price for the Applicable Principal Amount of Notes is equal to or at least 100% of the Treasury Portfolio Purchase Price, or (ii) if the Initial Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed remarketing ("Failed Initial Remarketing has occurred, pursuant Remarketing") shall be deemed to the terms of the Remarketing Agreement, have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, the Purchase Contract Agent, Company, Trustee, and Clearing Agency. If requested by the Collateral Agent and Agent, the Warrant Purchase Contract Agent, the Trustee or the Clearing Agency, the Company shall confirm such advice in writing. (h) By approximately 4:30 p.m.P.M., New York City time, on the Initial Remarketing Date, provided that there has not been a Failed Initial Remarketing, the Remarketing Agent and the Reset Agent shall, pursuant to the terms of the Remarketing Agreement shall advise, by telephone (i) the Collateral Agent, the Purchase Contract Agent, the Company, the Collateral Agent Trustee, and the Warrant Agent Clearing Agency of the Reset Rate determined in the Initial Remarketing and the aggregate principal amount of Notes sold in the Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate principal amount of Notes such purchaser is to purchase and (iii) each purchaser of the Notes to give instructions to its Clearing Agency Participant to pay the purchase price on the Reset Effective Date May 17, 2004 in same day funds against delivery of the Notes purchased through the facilities of the DepositaryClearing Agency. (i) In accordance with the DepositaryClearing Agency's normal procedures, on the Reset Effective DateMay 17, 2004, the transactions described above with respect to each Note tendered for purchase and sold in the Initial Remarketing shall be executed through the DepositaryClearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Notes delivered by book-book entry as necessary to effect purchases and sales of such Notes. The Depositary Clearing Agency shall make payment in accordance with its normal procedures. (j) If any Holder selling Notes in the Initial Remarketing fails to deliver such Notes, the Depositary Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Notes in the Initial Remarketing may deliver to any such other Person an aggregate principal amount of Notes that is less than the aggregate principal amount of Notes that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Notes to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser number aggregate principal amount of Notes shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Notes in the Initial Remarketing or otherwise. None of Neither the Trustee, the Depositary or Purchase Contract Agent, the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Notes for remarketing. (l) The tender and settlement procedures set forth in this Section 8.19.1, including provisions for payment by purchasers of Notes in the Initial Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Depositary Clearing Agency or if the book-entry system is no longer available for the Notes at the time of the Initial Remarketing or if any Notes are then held in certificated formRemarketing, to facilitate the tendering and remarketing of Notes in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process. (m) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event be below the initial interest rate payable for the Notes and in no event exceed the maximum rate, if any, rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the NotesNotes and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the 10th Business Day before May 17, 2004) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.