Common use of Remarketing and Redemption Clause in Contracts

Remarketing and Redemption. Pursuant to a Remarketing Agreement to be entered into, the Company will engage a Remarketing Agent to sell the Preferred Securities (or, if the Debentures have been distributed upon liquidation of the Trust, the Debentures) upon the occurrence of a Remarketing Event. In connection with a Remarketing of the Preferred Securities: (a) upon a Optional Redemption Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 180 days following the Remarketing Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Date shall be redeemed on the date which is 180 days following the Remarketing Date; (b) on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate established in the Remarketing of the Preferred Securities, and, as a result, the "Distribution Rate" per annum on the Accreted Value of the Preferred Securities shall become the Reset Rate established in the Remarketing; (c) on the Remarketing Settlement Date, interest accrued and unpaid on the Debentures from and including the immediately preceding interest payment date to, but excluding, the Remarketing Settlement Date shall be payable to the holders of the Debentures, and, as a result, Distributions accumulated and unpaid on the Units from and including the immediately preceding Distribution Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Units ; (d) in connection with a Remarketing upon a Optional Redemption Remarketing Event or a Legal Cause Remarketing Event, the Company shall be obligated to redeem the Warrants on the Remarketing Settlement Date at a redemption price per Warrant equal to the Warrant Value as of the end of the day on the day next preceding the Remarketing Date; and (e) on and after the Remarketing Date, the Warrants shall be exercisable at the Exercise Price. Upon receipt from the Company of a written Notice of Remarketing as provided in the Declaration and of a written notice of a Redemption as provided in the Warrant Agreement, the Unit Agent shall, as soon as practicable thereafter, mail to the Holders of Units a notice of such receipt, together with a copy of each such notice. IN THE ABSENCE OF AN AFFIRMATIVE ELECTION NOT TO PARTICIPATE IN THE REMARKETING, EACH HOLDER WILL BE DEEMED TO HAVE ELECTED TO PARTICIPATE IN SUCH REMARKETING AND, IF APPLICABLE, TO HAVE ITS WARRANTS REDEEMED ON THE RELATED REMARKETING SETTLEMENT DATE AT THE WARRANT VALUE. Each Holder of a Unit who desires NOT to participate in the Remarketing shall notify the Unit Agent of such intention by use of a written notice in substantially the form of Exhibit B hereto. Such notice shall be given to the Unit Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date specified in the Notice of Remarketing. A Holder of a Unit must affirmatively elect NOT to participate in a Remarketing of Preferred Securities on or prior to 5:00 p.m. New York City time on the Business Day immediately preceding the Remarketing Date. Subject to the next paragraph, an election by a Holder NOT to participate in the Remarketing will not alter the deemed election by such Holder to have its Warrants redeemed on the Remarketing Settlement Date. Any such notice shall be irrevocable and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing. The Unit Agent, based on such notices received by it, shall notify the Remarketing Agent, promptly after 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date, of the aggregate number of Preferred Securities (or, if the Debentures have been distributed in connection with a liquidation of the Trust, the Debentures) that are a component of Units to be remarketed. Upon receipt of such notice from the Unit Agent, the Remarketing Agent shall, on the Remarketing Date, use commercially reasonable efforts to remarket such Preferred Securities (or Debentures) on such date at a price equal to: (i) in connection with a Remarketing upon a Optional Redemption Remarketing Event or a Legal Cause Remarketing Event, 100% of the aggregate Accreted Value of such Preferred Securities (or Debentures) as of the end of the day on the day next preceding the Remarketing Date; and (ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount (or principal amount). Each Holder of a Unit who desires to exercise its Warrants on the Remarketing Settlement Date at the Exercise Price per Warrant described in clause (e) above in this Section 5.1, instead of having such Warrants redeemed on such date, shall notify the Unit Agent and the Warrant Agent of such intention by use of a written notice in substantially the form of Exhibit C hereto. Such notice shall be given to the Unit Agent and the Warrant Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Settlement Date specified in the related Notice of Remarketing. As provided above, any Holder who does not notify the Unit Agent and the Warrant Agent of an election to exercise its Warrants on the Warrant Settlement Date shall be deemed to have elected to have such Warrants redeemed. Upon receipt of the foregoing notices the Unit Agent shall provide notice to the Warrant Agent, promptly after 5:00 p.m., New York City time, on the Business Day immediately preceding the related Remarketing Settlement Date specified in the related Notice of Remarketing, of the number of Warrants to be exercised and shall, no later than 5:00 p.m., New York City time, on the Remarketing Settlement Date, deliver to the Warrant Agent a duly completed form of election to purchase set forth on the reverse side of the Warrant Certificate, a form of which is attached to the Global Unit, and shall instruct the Remarketing Agent to deliver to the Warrant Agent the proceeds of the Remarketing referred to in the following paragraph. Upon receipt of the Common Stock deliverable upon exercise of the Warrants, the Warrant Agent shall deliver such shares to or upon the order of the Holder.

Remarketing and Redemption. Pursuant to a Remarketing Agreement to be entered into, the Company KeySpan will engage a Remarketing Agent to sell the Preferred Securities (or, if the Debentures have been distributed upon liquidation of the Trust, the Debentures) upon the occurrence of a Remarketing Event. In connection with a Remarketing of the Preferred Securities: (ai) upon a Optional Redemption Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 180 60 days following the Remarketing Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Date shall be redeemed on the date which is 180 60 days following the Remarketing Date; (bii) on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate established in the Remarketing of the Preferred Securities, and, as a result, the "Distribution Rate" per annum on the Accreted Value of the Preferred Securities shall become the Reset Rate established in the Remarketing; (ciii) on the Remarketing Settlement Date, interest accrued and unpaid on the Debentures from and including the immediately preceding interest payment date Interest Payment Date to, but excluding, the Remarketing Settlement Date shall be payable to the holders of the Debentures, and, as a result, Distributions accumulated and unpaid on the Units Securities from and including the immediately preceding Distribution Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Units Securities; (div) in connection with a Remarketing upon a Optional Redemption Trading Remarketing Event or a Legal Cause Remarketing Event, the Company KeySpan shall be obligated to redeem the Warrants on the Remarketing Settlement Date at a redemption price per Warrant equal to the Warrant Value as of the end of the day on the day next preceding the Remarketing Date; and (ev) on and after the Remarketing Date, the Warrants shall be exercisable at the Exercise Price. Upon receipt from the Company KeySpan of a written Notice of Remarketing as provided in the Declaration and of a written notice of a Redemption as provided in the Warrant Agreement, the Unit Agent shall, as soon as practicable thereafter, mail to the Holders of Units Securities a notice of such receipt, together with a copy of each such notice. IN THE ABSENCE OF AN AFFIRMATIVE ELECTION NOT TO PARTICIPATE IN THE REMARKETING, EACH HOLDER WILL BE DEEMED TO HAVE ELECTED TO PARTICIPATE IN SUCH REMARKETING AND, IF APPLICABLE, TO HAVE ITS WARRANTS REDEEMED ON THE RELATED REMARKETING SETTLEMENT DATE AT THE WARRANT VALUE. Each Holder of a Unit Security who desires NOT to participate in the Remarketing shall notify the Unit Agent of such intention by use of a written notice in substantially the form of Exhibit B hereto. Such notice shall be given to the Unit Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date specified in the Notice of Remarketing. A Holder of a Unit Security must affirmatively elect NOT to participate in a Remarketing of Preferred Securities on or prior to 5:00 p.m. New York City time on the Business Day immediately preceding the Remarketing Date. Subject to the next paragraph, an election by a Holder NOT to participate in the Remarketing will not alter the deemed election by such Holder to have its Warrants redeemed on the Remarketing Settlement Date. Any such notice shall be irrevocable and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing. The Unit Agent, based on such notices received by itnotices, shall notify the Remarketing Agent, promptly after 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date, of the aggregate number of Preferred Securities (or, if the Debentures have been distributed in connection with a liquidation of the Trust, the Debentures) that are a component of Units Securities to be remarketed. Upon receipt of such notice from the Unit Agent, the Remarketing Agent shall, on the Remarketing Date, use commercially reasonable efforts to remarket such Preferred Securities (or Debentures) on such date at a price equal to: (i) in connection with a Remarketing upon a Optional Redemption Trading Remarketing Event or a Legal Cause Remarketing Event, 100% of the aggregate Accreted Value of such Preferred Securities (or Debentures) as of the end of the day on the day next preceding the Remarketing Date; and (ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount (or principal amount). Each Holder of a Unit Security who desires to exercise its Warrants on the Remarketing Settlement Date at the Exercise Price per Warrant described in clause (ev) above in this Section 5.1, instead of having such Warrants redeemed on such date, shall notify the Unit Agent and the Warrant Agent of such intention by use of a written notice in substantially the form of Exhibit C hereto. Such notice shall be given to the Unit Agent and the Warrant Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Settlement Date specified in the related Notice of Remarketing. As provided above, any Holder who does not notify the Unit Agent and the Warrant Agent of an election to exercise its Warrants on the Warrant Settlement Date shall be deemed to have elected to have such Warrants redeemed. Upon receipt of the foregoing notices the Unit Agent shall provide notice to the Warrant Agent, promptly after no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the related Remarketing Settlement Date specified in the related Notice of Remarketing, of the number of Warrants to be exercised and shall, no later than 5:00 p.m., New York City time, on the Remarketing Settlement Date, deliver to the Warrant Agent a duly completed form of election to purchase set forth on the reverse side of the Warrant Certificate, a form of which is attached to the Global Unit, and shall instruct the Remarketing Agent to deliver to the Warrant Agent together with the proceeds of the Remarketing referred to in the following paragraph. Upon receipt of the Common Stock deliverable upon exercise of the Warrants, the Warrant Agent shall deliver such shares to or upon the order of the HolderAgent.

Remarketing and Redemption. Pursuant to a Remarketing Agreement to be entered into, the Company will engage a Remarketing Agent to sell the Preferred Securities (or, if the Debentures have been distributed upon liquidation of the Trust, the Debentures) upon the occurrence of a Remarketing Event. In connection with a Remarketing of the Preferred Securities: (ai) upon a Optional Redemption Remarketing Event or a Legal Cause Special Event Remarketing Event, the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 180 days following the Remarketing Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Date shall be redeemed on the date which is 180 days following the Remarketing Date; (bii) on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate established in the Remarketing of the Preferred Securities, and, as a result, the "Distribution Rate" per annum on the Accreted Value of the Preferred Securities shall become the Reset Rate established in the Remarketing; (ciii) on the Remarketing Settlement Date, interest accrued and unpaid on the Debentures from and including the immediately preceding interest payment date Interest Payment Date to, but excluding, the Remarketing Settlement Date shall be payable to the holders of the Debentures, and, as a result, Distributions accumulated and unpaid on the Units from and including the immediately preceding Distribution Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Units Units; (div) in connection with a Remarketing upon a Optional Redemption Remarketing Event or a Legal Cause Special Event Remarketing Event, the Company shall be obligated to redeem the Warrants on the Remarketing Settlement Date at a redemption price per Warrant equal to the Warrant Value as of the end of the day on the day next preceding the Remarketing Date; and (ev) on and after the Remarketing Date, the Warrants shall be exercisable at the Exercise Price. Upon receipt from the Company of a written Notice of Remarketing as provided in the Declaration and of a written notice of a Redemption as provided in the Warrant Agreement, the Unit Agent shall, as soon as practicable thereafter, mail to the Holders of Units a notice of such receipt, together with a copy of each such notice. IN THE ABSENCE OF AN AFFIRMATIVE ELECTION NOT TO PARTICIPATE IN THE REMARKETING, EACH HOLDER WILL BE DEEMED TO HAVE ELECTED TO PARTICIPATE IN SUCH REMARKETING AND, IF APPLICABLE, TO HAVE ITS WARRANTS REDEEMED ON THE RELATED REMARKETING SETTLEMENT DATE AT THE WARRANT VALUE. Each Holder of a Unit Security who desires NOT to participate in the Remarketing shall notify the Unit Agent of such intention by use of a written notice in substantially the form of Exhibit B hereto. Such notice shall be given to the Unit Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date specified in the Notice of Remarketing. A Holder of a Unit Security must affirmatively elect NOT to participate in a Remarketing of Preferred Securities on or prior to 5:00 p.m. New York City time on the Business Day immediately preceding the Remarketing Date. Subject to the next paragraph, an election by a Holder NOT to participate in the Remarketing will not alter the deemed election by such Holder to have its Warrants redeemed on the Remarketing Settlement Date. Any such notice shall be irrevocable and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing. The Unit Agent, based on such notices received by it, shall notify the Remarketing Agent, promptly after 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date, of the aggregate number of Preferred Securities (or, if the Debentures have been distributed in connection with a liquidation of the Trust, the Debentures) that are a component of Units to be remarketed. Upon receipt of such notice from the Unit Agent, the Remarketing Agent shall, on the Remarketing Date, use commercially reasonable efforts to remarket such Preferred Securities (or Debentures) on such date at a price equal to: (i) in connection with a Remarketing upon a Optional Redemption Remarketing Event or a Legal Cause Special Event Remarketing Event, 100% of the aggregate Accreted Value of such Preferred Securities (or Debentures) as of the end of the day on the day next preceding the Remarketing Date; and (ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount (or principal amount). Each Holder of a Unit Security who desires to exercise its Warrants on the Remarketing Settlement Date at the Exercise Price per Warrant described in clause (ev) above in this Section 5.1, instead of having such Warrants redeemed on such date, shall notify the Unit Agent and the Warrant Agent of such intention by use of a written notice in substantially the form of Exhibit C hereto. Such notice shall be given to the Unit Agent and the Warrant Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Settlement Date specified in the related Notice of Remarketing. As provided above, any Holder who does not notify the Unit Agent and the Warrant Agent of an election to exercise its Warrants on the Warrant Settlement Date shall be deemed to have elected to have such Warrants redeemed. Upon receipt of the foregoing notices the Unit Agent shall provide notice to the Warrant Agent, promptly after 5:00 p.m., New York City time, on the Business Day immediately preceding the related Remarketing Settlement Date specified in the related Notice of Remarketing, of the number of Warrants to be exercised and shall, no later than 5:00 p.m., New York City time, on the Remarketing Settlement Date, deliver to the Warrant Agent a duly completed form of election to purchase set forth on the reverse side of the Warrant Certificate, a form of which is attached to the Global Unit, and shall instruct the Remarketing Agent to deliver to the Warrant Agent the proceeds of the Remarketing referred to in the following paragraph. Upon receipt of the Common Stock deliverable upon exercise of the Warrants, the Warrant Agent shall deliver such shares to or upon the order of the Holder.

Remarketing and Redemption. Pursuant to a Remarketing Agreement to be entered into, the Company will engage a Remarketing Agent to sell the Preferred Securities (or, if the Debentures have been distributed upon liquidation of the Trust, the Debentures) upon the occurrence of a Remarketing Event. In connection with a Remarketing of the Preferred Securities: (a) upon a Optional Redemption Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 180 days following the Remarketing Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Date shall be redeemed on the date which is 180 days following the Remarketing Date; (b) on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate established in the Remarketing of the Preferred Securities, and, as a result, the "“Distribution Rate" ” per annum on the Accreted Value of the Preferred Securities shall become the Reset Rate established in the Remarketing; (c) on the Remarketing Settlement Date, interest accrued and unpaid on the Debentures from and including the immediately preceding interest payment date to, but excluding, the Remarketing Settlement Date shall be payable to the holders of the Debentures, and, as a result, Distributions accumulated and unpaid on the Units from and including the immediately preceding Distribution Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Units Units; (d) in connection with a Remarketing upon a Optional Redemption Remarketing Event or a Legal Cause Remarketing Event, the Company shall be obligated to redeem the Warrants on the Remarketing Settlement Date at a redemption price per Warrant equal to the Warrant Value as of the end of the day on the day next preceding the Remarketing Date; and (e) on and after the Remarketing Date, the Warrants shall be exercisable at the Exercise Price. Upon receipt from the Company of a written Notice of Remarketing as provided in the Declaration and of a written notice of a Redemption as provided in the Warrant Agreement, the Unit Agent shall, as soon as practicable thereafter, mail to the Holders of Units a notice of such receipt, together with a copy of each such notice. IN THE ABSENCE OF AN AFFIRMATIVE ELECTION NOT TO PARTICIPATE IN THE REMARKETING, EACH HOLDER WILL BE DEEMED TO HAVE ELECTED TO PARTICIPATE IN SUCH REMARKETING AND, IF APPLICABLE, TO HAVE ITS WARRANTS REDEEMED ON THE RELATED REMARKETING SETTLEMENT DATE AT THE WARRANT VALUE. Each Holder of a Unit Security who desires NOT to participate in the Remarketing shall notify the Unit Agent of such intention by use of a written notice in substantially the form of Exhibit B hereto. Such notice shall be given to the Unit Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date specified in the Notice of Remarketing. A Holder of a Unit Security must affirmatively elect NOT to participate in a Remarketing of Preferred Securities on or prior to 5:00 p.m. New York City time on the Business Day immediately preceding the Remarketing Date. Subject to the next paragraph, an election by a Holder NOT to participate in the Remarketing will not alter the deemed election by such Holder to have its Warrants redeemed on the Remarketing Settlement Date. Any such notice shall be irrevocable and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing. The Unit Agent, based on such notices received by it, shall notify the Remarketing Agent, promptly after 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date, of the aggregate number of Preferred Securities (or, if the Debentures have been distributed in connection with a liquidation of the Trust, the Debentures) that are a component of Units to be remarketed. Upon receipt of such notice from the Unit Agent, the Remarketing Agent shall, on the Remarketing Date, use commercially reasonable efforts to remarket such Preferred Securities (or Debentures) on such date at a price equal to: (i) in connection with a Remarketing upon a Optional Redemption Remarketing Event or a Legal Cause Remarketing Event, 100% of the aggregate Accreted Value of such Preferred Securities (or Debentures) as of the end of the day on the day next preceding the Remarketing Date; and (ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount (or principal amount). Each Holder of a Unit Security who desires to exercise its Warrants on the Remarketing Settlement Date at the Exercise Price per Warrant described in clause (e) above in this Section 5.1, instead of having such Warrants redeemed on such date, shall notify the Unit Agent and the Warrant Agent of such intention by use of a written notice in substantially the form of Exhibit C hereto. Such notice shall be given to the Unit Agent and the Warrant Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Settlement Date specified in the related Notice of Remarketing. As provided above, any Holder who does not notify the Unit Agent and the Warrant Agent of an election to exercise its Warrants on the Warrant Settlement Date shall be deemed to have elected to have such Warrants redeemed. Upon receipt of the foregoing notices the Unit Agent shall provide notice to the Warrant Agent, promptly after 5:00 p.m., New York City time, on the Business Day immediately preceding the related Remarketing Settlement Date specified in the related Notice of Remarketing, of the number of Warrants to be exercised and shall, no later than 5:00 p.m., New York City time, on the Remarketing Settlement Date, deliver to the Warrant Agent a duly completed form of election to purchase set forth on the reverse side of the Warrant Certificate, a form of which is attached to the Global Unit, and shall instruct the Remarketing Agent to deliver to the Warrant Agent the proceeds of the Remarketing referred to in the following paragraph. Upon receipt of the Common Stock deliverable upon exercise of the Warrants, the Warrant Agent shall deliver such shares to or upon the order of the Holder. Each Holder who elects to participate in the Remarketing and to exercise its Warrants on the related Remarketing Settlement Date is referred to as an “Electing Remarketing Holder.” The Unit Agent shall instruct the Remarketing Agent to deliver the proceeds from the Remarketing of Preferred Securities of each Electing Remarketing Holder to the Warrant Agent, and the Warrant Agent shall apply such amounts to satisfy in full such Holders’ obligation to pay the Exercise Price for the Common Stock under the related Warrants on the Remarketing Settlement Date. Any Holder (other than an Electing Remarketing Holder) of a Security affirmatively electing to exercise Warrants on the Remarketing Settlement Date may do so by following the procedures set forth in Section 5.2 and in the Warrant Agreement. The proceeds from a redemption of the Warrants which form a part of the Units shall be paid to the Holders of such Units. The Declaration provides that if, by 4:00 p.m. New York City time, on a Remarketing Date, the Remarketing Agent is unable to remarket all of the Preferred Securities deemed tendered for purchase, a “Failed Remarketing” shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Clearing Agency, the Property Trustee, the Warrant Agent, the Indenture Trustee, the Administrative Trustees on behalf of the Trust and the Company. The Company shall then give notice of the Failed Remarketing to the Unit Agent no later than 12:00 noon, New York City time, on the Business Day following the Failed Remarketing and the Unit Agent will, in turn, give notice to the Holders of the Preferred Securities prior to the close of business on the Business Day following the Failed Remarketing. Notice of a Failed Remarketing shall be deemed to constitute a withdrawal of each previously delivered election to exercise Warrants on the related Remarketing Settlement Date. Following any such withdrawal a holder may still elect to exercise its Warrants in accordance with the procedures specified in Section 3.6 hereof and in the Warrant Agreement. Upon the occurrence of a Optional Redemption Remarketing Event or a Legal Cause Remarketing Event and the election by the Company to cause a Remarketing of the Preferred Securities, and on the Maturity Remarketing Date, as long as the Units are evidenced by one or more Global Units, deposited with the Clearing Agency, the Company shall request, not less than four nor more than 20 days prior to the Remarketing Date, that the Clearing Agency notify the Holders of the Units of the Remarketing of the Preferred Securities and of the procedures that must be followed if such Holder of Units wishes to elect not to participate in the Remarketing of the Preferred Securities.

Remarketing and Redemption. Pursuant to a Remarketing Agreement to be entered into, the Company IndyMac Bancorp will engage a Remarketing Agent to sell the Preferred Securities (or, if the Debentures have been distributed upon liquidation of the Trust, the Debentures) upon the occurrence of a Remarketing Event. In connection with a Remarketing of the Preferred Securities: (ai) upon a Optional Redemption Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 180 60 days following the Remarketing Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Date shall be redeemed on the date which is 180 60 days following the Remarketing Date; (bii) on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become be changed to the Reset Rate established in the Remarketing of the Preferred Securities, and, as a result, and the "Distribution Rate" per annum on the Accreted Value of the Preferred Securities shall become be changed to the Reset Rate established in the Remarketing; (ciii) on the Remarketing Settlement Date, interest accrued and unpaid on the Debentures from and including the immediately preceding interest payment date Interest Payment Date to, but excluding, the Remarketing Settlement Date shall be payable to the holders of the Debentures, and, as a result, and Distributions accumulated and unpaid on the Units Securities from and including the immediately preceding Distribution Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Units Securities; (div) in connection with a Remarketing upon a Optional Redemption Trading Remarketing Event or a Legal Cause Remarketing Event, the Company IndyMac Bancorp shall be obligated to redeem the Warrants on the Remarketing Settlement Date at a redemption price per Warrant equal to the Warrant Value as of the end of the day on the day next preceding the Remarketing Date; and (ev) on and after the Remarketing Date, the Warrants shall be exercisable at the Exercise Price. Upon receipt from the Company IndyMac Bancorp of a written Notice of Remarketing as provided in the Declaration Trust Agreement and of a written notice of a Redemption as provided in the Warrant Agreement, the Unit Agent shall, as soon as practicable thereafter, mail to the Holders of Units Securities a notice of such receipt, together with a copy of each such notice. IN THE ABSENCE OF AN AFFIRMATIVE ELECTION NOT TO PARTICIPATE IN THE REMARKETING, EACH HOLDER WILL BE DEEMED TO HAVE ELECTED TO PARTICIPATE IN SUCH REMARKETING AND, IF APPLICABLE, TO HAVE ITS WARRANTS REDEEMED ON THE RELATED REMARKETING SETTLEMENT DATE AT THE WARRANT VALUE. Each Holder of a Unit Security who desires NOT to participate in the Remarketing shall notify the Unit Agent of such intention by use of a written notice in substantially the form of Exhibit B hereto. Such notice shall be given to the Unit Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date specified in the Notice of Remarketing. A Holder of a Unit Security must affirmatively elect NOT to participate in a Remarketing of Preferred Securities on or prior to 5:00 p.m. New York City time on the Business Day immediately preceding the Remarketing Date. Subject to the next paragraph, an election by a Holder NOT to participate in the Remarketing will not alter the deemed election by such Holder to have its Warrants redeemed on the Remarketing Settlement Date. Any such notice shall be irrevocable and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing. The Unit Agent, based on such notices received by itnotices, shall notify the Remarketing Agent, promptly after 5:00 p.m., New York City timetime (or such other time as may be agreed by the Agent, IndyMac Bancorp, the Trust and the Remarketing Agent), on the Business Day immediately preceding the Remarketing Date, of the aggregate number of Preferred Securities (or, if the Debentures have been distributed in connection with a liquidation of the Trust, the Debentures) that are a component of Units Securities to be remarketed. Upon receipt of such notice from the Unit Agent, the Remarketing Agent shall, on the Remarketing Date, use commercially reasonable efforts to remarket such Preferred Securities (or Debentures) on such date at a price equal to: (i) in connection with a Remarketing upon a Optional Redemption Trading Remarketing Event or a Legal Cause Remarketing Event, 100% of the aggregate Accreted Value of such Preferred Securities (or Debentures) as of the end of the day on the day next preceding the Remarketing Date; and (ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount (or principal amount). Each Holder of a Unit Security who desires to exercise its Warrants on the Remarketing Settlement Date at the Exercise Price per Warrant described in clause (ev) above in this Section 5.1, instead of having such Warrants redeemed on such date, shall notify the Unit Agent and the Warrant Agent of such intention by use of a written notice in substantially the form of Exhibit C hereto. Such notice shall be given to the Unit Agent and the Warrant Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Settlement Date specified in the related Notice of Remarketing. As provided above, any Holder who does not notify the Unit Agent and the Warrant Agent of an election to exercise its Warrants on the Warrant Settlement Date shall be deemed to have elected to have such Warrants redeemed. Upon receipt of the foregoing notices the Unit Agent shall provide notice to the Warrant Agent, promptly after 5:00 p.m., New York City timetime(or such other time as may be agreed by the Agent, IndyMac Bancorp, the Trust and the Remarketing Agent), on the Business Day immediately preceding the related Remarketing Settlement Date specified in the related Notice of Remarketing, of the number of Warrants to be exercised and shall, no later than promptly after 5:00 p.m., New York City time, on the Remarketing Settlement Date, deliver to the Warrant Agent a duly completed form of election to purchase set forth on the reverse side of the Warrant Certificate, a form of which is attached to the Global Unit, and shall instruct the Remarketing Agent to deliver to the Warrant Agent together with the proceeds of the Remarketing referred to in the following paragraph. Upon receipt of the Common Stock deliverable upon exercise of the Warrants, the Warrant Agent shall deliver such shares to or upon the order of the HolderAgent.

Remarketing and Redemption. Pursuant to a the Remarketing Agreement to be entered intoAgreement, the Company will engage has engaged a Remarketing Agent to sell remarket the Preferred Securities (or, if the Debentures have been distributed upon liquidation of the Trust, the Debentures) upon the occurrence of a Remarketing Event. In connection with a Remarketing of the Preferred SecuritiesRemarketing: (ai) upon a Optional Redemption Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Settlement Date shall become due on the date which is 180 93 days following the Remarketing Settlement Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Settlement Date shall be redeemed on the date which is 180 93 days following the Remarketing Settlement Date; (bii) on the Remarketing Settlement Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate established in the Remarketing of the Preferred Securities, and, as a result, the "Distribution Rate" Rate per annum on the Accreted Value of the Preferred Securities shall become the Reset Rate established in the Remarketing; (ciii) on the Remarketing Settlement Date, interest accrued and unpaid on the Debentures from and including the immediately preceding interest payment date Interest Payment Date to, but excluding, the Remarketing Settlement Date shall be payable to the holders of the DebenturesDebentures as of a special record date set for such payment pursuant to the Indenture and the Trust Agreement, and, as a result, Distributions accumulated and unpaid on the Units Securities from and including the immediately preceding Distribution Payment Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Units Securities; (div) in connection with a Remarketing upon a Optional Redemption Trading Remarketing Event or a Legal Cause Remarketing Event, the Company shall be obligated to redeem the Warrants on the Remarketing Settlement Date at a redemption price per Warrant equal to the Warrant Value Redemption Amount as of the end of the day on the day next preceding the Remarketing Settlement Date; and (ev) on and after the Remarketing Date, the Warrants shall be exercisable at the Exercise PricePrice in lieu of a Redemption. Upon receipt from the Company of a written Notice of Remarketing as provided in the Declaration Trust Agreement and of a written notice Notice of a Redemption as provided in the Warrant Agreement, the Unit Agent shall, as soon as practicable thereafter, mail to the Holders of Units Securities a notice of such receipt, together with a copy of each such notice. IN THE ABSENCE OF AN AFFIRMATIVE ELECTION NOT TO PARTICIPATE IN THE REMARKETING, EACH HOLDER WILL BE DEEMED TO HAVE ELECTED TO PARTICIPATE IN SUCH REMARKETING AND, IF APPLICABLE, TO HAVE ITS WARRANTS REDEEMED ON THE RELATED REMARKETING SETTLEMENT DATE AT THE WARRANT VALUEREDEMPTION AMOUNT. Each Holder of a Unit Security who desires NOT not to participate in the Remarketing shall notify the Unit Agent of such intention by use of a written notice in substantially the form of Exhibit B hereto. Such notice shall be given to the Unit Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date specified in the Notice of Remarketing. A Holder of a Unit Security must affirmatively elect NOT not to participate in a Remarketing of Preferred Securities on or prior to 5:00 p.m. New York City time on the Business Day immediately preceding the Remarketing Date. Subject to the next paragraphSUBJECT TO THE NEXT PARAGRAPH, an election by a Holder AN ELECTION BY A HOLDER NOT to participate in the Remarketing will not alter the deemed election by such Holder to have its Warrants redeemed on the Remarketing Settlement DateTO PARTICIPATE IN THE REMARKETING WILL NOT ALTER THE DEEMED ELECTION BY SUCH HOLDER TO HAVE ITS WARRANTS REDEEMED ON THE REDEMPTION DATE. Any such notice shall be irrevocable and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing. The Unit Agent, based on such notices received by itnotices, shall notify the Remarketing Agent, promptly after 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date, of the aggregate number of Preferred Securities (or, if the Debentures have been distributed in connection with a liquidation of the Trust, the aggregate principal amount at maturity of Debentures) that are a component components of Units Securities to be remarketed. Upon receipt of such notice from the Unit Agent, the Remarketing Agent shall, on the Remarketing Date, use commercially reasonable efforts to remarket such Preferred Securities (or Debentures) on such date at a price equal to: (i) in connection with a Remarketing upon a Optional Redemption Trading Remarketing Event or a Legal Cause Remarketing Event, 100% of the aggregate Accreted Value of such Preferred Securities (or Debentures) as of the end of the day on the day next preceding the Remarketing Settlement Date; and (ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities (or principal amountamount at maturity of the Debentures). Each Holder of a Unit Security who desires to exercise its Warrants on the Remarketing Settlement Redemption Date at the Exercise Price per Warrant described in clause (ev) above in this Section 5.1, instead of having such Warrants redeemed on such date, shall notify the Unit Agent and the Warrant Agent of such intention by use of a written notice in substantially the form of Exhibit C hereto. Such notice shall be given to the Unit Agent and the Warrant Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Settlement Date specified in the related Notice of Remarketing. As provided above, any Any Holder who does not notify the Unit Agent and the Warrant Agent of an election to exercise its Warrants on the Warrant Remarketing Settlement Date shall be deemed to have elected to have such Warrants redeemed. Upon receipt of the foregoing notices notices, the Unit Agent shall provide notice to the Warrant Agent, promptly after no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the related Remarketing Settlement Date specified in the related Notice of Remarketing, of the number of Warrants to be exercised and shall, no later than 5:00 p.m., New York City time, on the Remarketing Settlement Redemption Date, deliver to the Warrant Agent a duly completed form of election to purchase set forth on the reverse side of the Warrant Certificate, a form of which is attached to the Global UnitUnit Certificate, and shall instruct the Remarketing Agent to deliver to the Warrant Agent together with the proceeds of the Remarketing referred to in the following paragraph. Upon If the Exercise Conditions have been satisfied and upon receipt of the shares of Common Stock deliverable upon exercise of the Warrants, the Warrant Agent shall deliver such shares of Common Stock to or upon the order of the HolderAgent.

Remarketing and Redemption. Pursuant to a Remarketing Agreement to be entered into, the Company will engage a Remarketing Agent to sell the Preferred Securities (or, if the Debentures have been distributed upon liquidation of the Trust, the Debentures) upon the occurrence of a Remarketing Event. In connection with a Remarketing of the Preferred Securities: (ai) upon a Optional Redemption Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 180 days following the Remarketing Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Date shall be redeemed on the date which is 180 days following the Remarketing Date; (bii) on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate established in the Remarketing of the Preferred Securities, and, as a result, the "Distribution Rate" per annum on the Accreted Value of the Preferred Securities shall become the Reset Rate established in the Remarketing; (ciii) on the Remarketing Settlement Date, interest accrued and unpaid on the Debentures from and including the immediately preceding interest payment date to, but excluding, the Remarketing Settlement Date shall be payable to the holders of the Debentures, and, as a result, Distributions accumulated and unpaid on the Units from and including the immediately preceding Distribution Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Units Units; (div) in connection with a Remarketing upon a Optional Redemption Remarketing Event or a Legal Cause Remarketing Event, the Company shall be obligated to redeem the Warrants on the Remarketing Settlement Date at a redemption price per Warrant equal to the Warrant Value as of the end of the day on the day next preceding the Remarketing Date; and (ev) on and after the Remarketing Date, the Warrants shall be exercisable at the Exercise Price. Upon receipt from the Company of a written Notice of Remarketing as provided in the Declaration and of a written notice of a Redemption as provided in the Warrant Agreement, the Unit Agent shall, as soon as practicable thereafter, mail to the Holders of Units a notice of such receipt, together with a copy of each such notice. IN THE ABSENCE OF AN AFFIRMATIVE ELECTION NOT TO PARTICIPATE IN THE REMARKETING, EACH HOLDER WILL BE DEEMED TO HAVE ELECTED TO PARTICIPATE IN SUCH REMARKETING AND, IF APPLICABLE, TO HAVE ITS WARRANTS REDEEMED ON THE RELATED REMARKETING SETTLEMENT DATE AT THE WARRANT VALUE. Each Holder of a Unit Security who desires NOT to participate in the Remarketing shall notify the Unit Agent of such intention by use of a written notice in substantially the form of Exhibit B hereto. Such notice shall be given to the Unit Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date specified in the Notice of Remarketing. A Holder of a Unit Security must affirmatively elect NOT to participate in a Remarketing of Preferred Securities on or prior to 5:00 p.m. New York City time on the Business Day immediately preceding the Remarketing Date. Subject to the next paragraph, an election by a Holder NOT to participate in the Remarketing will not alter the deemed election by such Holder to have its Warrants redeemed on the Remarketing Settlement Date. Any such notice shall be irrevocable and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing. The Unit Agent, based on such notices received by it, shall notify the Remarketing Agent, promptly after 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date, of the aggregate number of Preferred Securities (or, if the Debentures have been distributed in connection with a liquidation of the Trust, the Debentures) that are a component of Units to be remarketed. Upon receipt of such notice from the Unit Agent, the Remarketing Agent shall, on the Remarketing Date, use commercially reasonable efforts to remarket such Preferred Securities (or Debentures) on such date at a price equal to: (i) in connection with a Remarketing upon a Optional Redemption Remarketing Event or a Legal Cause Remarketing Event, 100% of the aggregate Accreted Value of such Preferred Securities (or Debentures) as of the end of the day on the day next preceding the Remarketing Date; and (ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount (or principal amount). Each Holder of a Unit Security who desires to exercise its Warrants on the Remarketing Settlement Date at the Exercise Price per Warrant described in clause (ev) above in this Section 5.1, instead of having such Warrants redeemed on such date, shall notify the Unit Agent and the Warrant Agent of such intention by use of a written notice in substantially the form of Exhibit C hereto. Such notice shall be given to the Unit Agent and the Warrant Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Settlement Date specified in the related Notice of Remarketing. As provided above, any Holder who does not notify the Unit Agent and the Warrant Agent of an election to exercise its Warrants on the Warrant Settlement Date shall be deemed to have elected to have such Warrants redeemed. Upon receipt of the foregoing notices the Unit Agent shall provide notice to the Warrant Agent, promptly after 5:00 p.m., New York City time, on the Business Day immediately preceding the related Remarketing Settlement Date specified in the related Notice of Remarketing, of the number of Warrants to be exercised and shall, no later than 5:00 p.m., New York City time, on the Remarketing Settlement Date, deliver to the Warrant Agent a duly completed form of election to purchase set forth on the reverse side of the Warrant Certificate, a form of which is attached to the Global Unit, and shall instruct the Remarketing Agent to deliver to the Warrant Agent the proceeds of the Remarketing referred to in the following paragraph. Upon receipt of the Common Stock deliverable upon exercise of the Warrants, the Warrant Agent shall deliver such shares to or upon the order of the Holder.

Remarketing and Redemption. Pursuant to a Remarketing Agreement to be entered into, the Company IndyMac Bancorp will engage a Remarketing Agent to sell the Preferred Securities (or, if the Debentures have been distributed upon liquidation of the Trust, the Debentures) upon the occurrence of a Remarketing Event. In connection with a Remarketing of the Preferred Securities: (ai) upon a Optional Redemption Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 180 60 days following the Remarketing Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Date shall be redeemed on the date which is 180 60 days following the Remarketing Date; (bii) on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become be changed to the Reset Rate established in the Remarketing of the Preferred Securities, and, as a result, and the "Distribution Rate" per annum on the Accreted Value of the Preferred Securities shall become be changed to the Reset Rate established in the Remarketing; (ciii) on the Remarketing Settlement Date, interest accrued and unpaid on the Debentures from and including the immediately preceding interest payment date Interest Payment Date to, but excluding, the Remarketing Settlement Date shall be payable to the holders of the Debentures, and, as a result, and Distributions accumulated and unpaid on the Units Securities from and including the immediately preceding Distribution Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Units Securities; (div) in connection with a Remarketing upon a Optional Redemption Trading Remarketing Event or a Legal Cause Remarketing Event, the Company IndyMac Bancorp shall be obligated to redeem the Warrants on the Remarketing Settlement Date at a redemption price per Warrant equal to the Warrant Value as of the end of the day on the day next preceding the Remarketing Date; and (ev) on and after the Remarketing Date, the Warrants shall be exercisable at the Exercise Price. Upon receipt from the Company IndyMac Bancorp of a written Notice of Remarketing as provided in the Declaration Trust Agreement and of a written notice of a Redemption as provided in the Warrant Agreement, the Unit Agent shall, as soon as practicable thereafter, mail to the Holders of Units Securities a notice of such receipt, together with a copy of each such notice. IN THE ABSENCE OF AN AFFIRMATIVE ELECTION NOT TO PARTICIPATE IN THE REMARKETING, EACH HOLDER WILL BE DEEMED TO HAVE ELECTED TO PARTICIPATE IN SUCH REMARKETING AND, IF APPLICABLE, TO HAVE ITS WARRANTS REDEEMED ON THE RELATED REMARKETING SETTLEMENT DATE AT THE WARRANT VALUE. Each Holder of a Unit Security who desires NOT to participate in the Remarketing shall notify the Unit Agent of such intention by use of a written notice in substantially the form of Exhibit B hereto. Such notice shall be given to the Unit Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date specified in the Notice of Remarketing. A Holder of a Unit Security must affirmatively elect NOT to participate in a Remarketing of Preferred Securities on or prior to 5:00 p.m. New York City time on the Business Day immediately preceding the Remarketing Date. Subject to the next paragraph, an election by a Holder NOT to participate in the Remarketing will not alter the deemed election by such Holder to have its Warrants redeemed on the Remarketing Settlement Date. Any such notice shall be irrevocable and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing. The Unit Agent, based on such notices received by itnotices, shall notify the Remarketing Agent, promptly after 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date, of the aggregate number of Preferred Securities (or, if the Debentures have been distributed in connection with a liquidation of the Trust, the Debentures) that are a component of Units Securities to be remarketed. Upon receipt of such notice from the Unit Agent, the Remarketing Agent shall, on the Remarketing Date, use commercially reasonable efforts to remarket such Preferred Securities (or Debentures) on such date at a price equal to: (i) in connection with a Remarketing upon a Optional Redemption Trading Remarketing Event or a Legal Cause Remarketing Event, 100% of the aggregate Accreted Value of such Preferred Securities (or Debentures) as of the end of the day on the day next preceding the Remarketing Date; and (ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount (or principal amount). Each Holder of a Unit Security who desires to exercise its Warrants on the Remarketing Settlement Date at the Exercise Price per Warrant described in clause (ev) above in this Section 5.1, instead of having such Warrants redeemed on such date, shall notify the Unit Agent and the Warrant Agent of such intention by use of a written notice in substantially the form of Exhibit C hereto. Such notice shall be given to the Unit Agent and the Warrant Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Settlement Date specified in the related Notice of Remarketing. As provided above, any Holder who does not notify the Unit Agent and the Warrant Agent of an election to exercise its Warrants on the Warrant Settlement Date shall be deemed to have elected to have such Warrants redeemed. Upon receipt of the foregoing notices the Unit Agent shall provide notice to the Warrant Agent, promptly after no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the related Remarketing Settlement Date specified in the related Notice of Remarketing, of the number of Warrants to be exercised and shall, no later than 5:00 p.m., New York City time, on the Remarketing Settlement Date, deliver to the Warrant Agent a duly completed form of election to purchase set forth on the reverse side of the Warrant Certificate, a form of which is attached to the Global Unit, and shall instruct the Remarketing Agent to deliver to the Warrant Agent together with the proceeds of the Remarketing referred to in the following paragraph. Upon receipt of the Common Stock deliverable upon exercise of the Warrants, the Warrant Agent shall deliver such shares to or upon the order of the HolderAgent.

Remarketing and Redemption. Pursuant to a Remarketing Agreement to be entered into, the Company Washington Mutual will engage a Remarketing Agent to sell the Preferred Securities (or, if the Debentures have been distributed upon liquidation of the Trust, the Debentures) upon the occurrence of a Remarketing Event. In connection with a Remarketing of the Preferred Securities: (ai) upon a Optional Redemption Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 180 60 days following the Remarketing Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Date shall be redeemed on the date which is 180 60 days following the Remarketing Date; (bii) on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate established in the Remarketing of the Preferred Securities, and, as a result, the "Distribution Rate" per annum on the Accreted Value of the Preferred Securities shall become the Reset Rate established in the Remarketing; (ciii) on the Remarketing Settlement Date, interest accrued and unpaid on the Debentures from and including the immediately preceding interest payment date Interest Payment Date to, but excluding, the Remarketing Settlement Date shall be payable to the holders of the Debentures, and, as a result, Distributions accumulated and unpaid on the Units Securities from and including the immediately preceding Distribution Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Units Securities; (div) in connection with a Remarketing upon a Optional Redemption Trading Remarketing Event or a Legal Cause Remarketing Event, the Company Washington Mutual shall be obligated to redeem the Warrants on the Remarketing Settlement Date at a redemption price per Warrant equal to the Warrant Value as of the end of the day on the day next preceding the Remarketing Date; and (ev) on and after the Remarketing Date, the Warrants shall be exercisable at the Exercise Price. Upon receipt from the Company Washington Mutual of a written Notice of Remarketing as provided in the Declaration and of a written notice of a Redemption as provided in the Warrant Agreement, the Unit Agent shall, as soon as practicable thereafter, mail to the Holders of Units Securities a notice of such receipt, together with a copy of each such notice. IN THE ABSENCE OF AN AFFIRMATIVE ELECTION NOT TO PARTICIPATE IN THE REMARKETING, EACH HOLDER WILL BE DEEMED TO HAVE ELECTED TO PARTICIPATE IN SUCH REMARKETING AND, IF APPLICABLE, TO HAVE ITS WARRANTS REDEEMED ON THE RELATED REMARKETING SETTLEMENT DATE AT THE WARRANT VALUE. Each Holder of a Unit Security who desires NOT to participate in the Remarketing shall notify the Unit Agent of such intention by use of a written notice in substantially the form of Exhibit B hereto. Such notice shall be given to the Unit Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date specified in the Notice of Remarketing. A Holder of a Unit Security must affirmatively elect NOT to participate in a Remarketing of Preferred Securities on or prior to 5:00 p.m. New York City time on the Business Day immediately preceding the Remarketing Date. Subject to the next paragraph, an election by a Holder NOT to participate in the Remarketing will not alter the deemed election by such Holder to have its Warrants redeemed on the Remarketing Settlement Date. Any such notice shall be irrevocable and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing. The Unit Agent, based on such notices received by itnotices, shall notify the Remarketing Agent, promptly after 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date, of the aggregate number of Preferred Securities (or, if the Debentures have been distributed in connection with a liquidation of the Trust, the Debentures) that are a component of Units Securities to be remarketed. Upon receipt of such notice from the Unit Agent, the Remarketing Agent shall, on the Remarketing Date, use commercially reasonable efforts to remarket such Preferred Securities (or Debentures) on such date at a price equal to: (i) in connection with a Remarketing upon a Optional Redemption Trading Remarketing Event or a Legal Cause Remarketing Event, 100% of the aggregate Accreted Value of such Preferred Securities (or Debentures) as of the end of the day on the day next preceding the Remarketing Date; and (ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount (or principal amount). Each Holder of a Unit Security who desires to exercise its Warrants on the Remarketing Settlement Date at the Exercise Price per Warrant described in clause (ev) above in this Section 5.1, instead of having such Warrants redeemed on such date, shall notify the Unit Agent and the Warrant Agent of such intention by use of a written notice in substantially the form of Exhibit C hereto. Such notice shall be given to the Unit Agent and the Warrant Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Settlement Date specified in the related Notice of Remarketing. As provided above, any Holder who does not notify the Unit Agent and the Warrant Agent of an election to exercise its Warrants on the Warrant Settlement Date shall be deemed to have elected to have such Warrants redeemed. Upon receipt of the foregoing notices the Unit Agent shall provide notice to the Warrant Agent, promptly after no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the related Remarketing Settlement Date specified in the related Notice of Remarketing, of the number of Warrants to be exercised and shall, no later than 5:00 p.m., New York City time, on the Remarketing Settlement Date, deliver to the Warrant Agent a duly completed form of election to purchase set forth on the reverse side of the Warrant Certificate, a form of which is attached to the Global Unit, and shall instruct the Remarketing Agent to deliver to the Warrant Agent together with the proceeds of the Remarketing referred to in the following paragraph. Upon receipt of the Common Stock deliverable upon exercise of the Warrants, the Warrant Agent shall deliver such shares to or upon the order of the Agent. Each Holder who elects to participate in the Remarketing and to exercise its Warrants on the related Remarketing Settlement Date is referred to as an "Electing Remarketing Holder." The Agent shall instruct the Remarketing Agent to deliver the proceeds from the Remarketing of Preferred Securities of each Electing Remarketing Holder to the Warrant Agent, and the Warrant Agent shall apply such amounts to satisfy in full such Holders' obligation to pay the Exercise Price for the Common Stock under the related Warrants on the Remarketing Settlement Date. Any Holder (other than an Electing Remarketing Holder) of a Security affirmatively electing to exercise Warrants on the Remarketing Settlement Date may do so by following the procedures set forth in Section 5.2 and in the Warrant Agreement. The proceeds from a redemption of the Warrants which form a part of the Securities shall be paid to the Holders of such Securities. The Declaration provides that if, by 4:00 p.m. New York City time, on a Remarketing Date, the Remarketing Agent is unable to remarket all of the Preferred Securities deemed tendered for purchase, a "Failed Remarketing" shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Clearing Agency, the Property Trustee, the Warrant Agent, the Indenture Trustee, the Administrative Trustees on behalf of the Trust and Washington Mutual. Washington Mutual shall then give notice of the Failed Remarketing to the Agent no later than 12:00 noon, New York City time, on the Business Day following the Failed Remarketing and the Agent will, in turn, give notice to the Holders of the Preferred Securities prior to the close of business on the Business Day following the Failed Remarketing. Notice of a Failed Remarketing shall be deemed to constitute a withdrawal of each previously delivered election to exercise Warrants on the related Remarketing Settlement Date. Following any such withdrawal a holder may still elect to exercise its Warrants in accordance with the procedures specified in Section 3.6 hereof and in the Warrant Agreement. Upon the occurrence of a Trading Remarketing Event or a Legal Cause Remarketing Event and the election by Washington Mutual to cause a Remarketing of the Preferred Securities, and on the Maturity Remarketing Date, as long as the Securities are evidenced by one or more Global Units, deposited with the Clearing Agency, Washington Mutual shall request, not later than four nor more than 20 days prior to the Remarketing Date, that the Clearing Agency notify the Holders of the Securities of the Remarketing of the Preferred Securities and of the procedures that must be followed if such Holder of Securities wishes to elect not to participate in the Remarketing of the Preferred Securities.