Common use of Remarketing Clause in Contracts

Remarketing. (a) In connection with a Remarketing of the Preferred Securities: (i) in connection with a Remarketing of the Preferred Securities upon an 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; (ii) beginning on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; and (iii) 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 on the Special Record Date. (b) In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Upon the occurrence of an Optional Redemption Remarketing Event, the Company shall cause a Remarketing of the Debentures and select a Remarketing Date; provided, however, that the following conditions precedent are satisfied: (i) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (ii) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements shall have been satisfied; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

Remarketing. (a) In connection with a The Debt Securities Issuer will request, not later than 7 nor more than 15 calendar days prior to the Remarketing Date that the Clearing Agency notify the Holders of Preferred Securities of the Remarketing and of the procedures that must be followed if a Holder of Preferred Securities:Securities wishes to exercise such Holder's rights with respect to the Put Option if there is a Failed Remarketing. 83 -77- (ib) in connection with a Remarketing later than 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, each Holder of the Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Holders of Preferred Securities shall give notice of their election to have such Preferred 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 fifth Business Day immediately preceding the Purchase Contract Settlement Date and may not be conditioned upon an Optional Redemption Remarketing Event or a Legal Cause Remarketing Eventthe level at which the Reset Rate is established. Promptly after 5:30 P.M., New York City time, on such fifth Business Day, the Accreted Value Property Trustee, based on the notices received by it prior to such time, shall notify the Trust, the Depositor and the Remarketing Agent of the Debentures as number of Preferred Securities to be tendered for remarketing. (c) The right of each Holder to have Preferred Securities tendered for purchase shall be limited to the extent that (i) the Remarketing Agent conducts a remarketing pursuant to the terms of the end Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Preferred Securities, at a price of not less than 100% of the day on stated liquidation amount thereof plus accrued and unpaid distributions thereon, and (iv) such purchaser or purchasers deliver the day next preceding purchase price therefor to the Remarketing Date shall become due on the date which is 180 days following Agent as and when required. (d) On the Remarketing Date;, the Remarketing Agent shall use reasonable efforts to remarket at a price equal to approximately __% of the aggregate liquidation amount thereof, Preferred Securities tendered or deemed tendered for purchase. (iie) beginning If none of the Holders elect to have Preferred Securities held by them remarketed, the Reset Rate shall be the rate determined by the 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 Remarketing Date. (f) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate of interest per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) which the Remarketing Agent determines, subject to the terms of the Remarketing Agreement, to be the lowest rate per annum that will enable it to remarket all Preferred Securities tendered or deemed tendered for remarketing. (g) If, by 4:00 P.M., New York City time, on the Accreted Value Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, a Failed Remarketing shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, Debt Securities Issuer, Property Trustee, Delaware Trustee and Clearing Agency. (h) By approximately 4:30 P.M., New York City time, on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, Debt Securities Issuer, Property Trustee, Delaware Trustee and Clearing Agency of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established determined in the Remarketing and the number of Preferred Securities sold in the remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the number of Preferred Securities; and Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price 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 Purchase Contract Settlement Date shall be payable to the Holders of the Debentures on the Special Record Date. (b) In connection with a Remarketing in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (i) In accordance with the Clearing Agency's normal procedures, on the Purchase Contract Settlement Date, the transactions described above with respect to each Preferred Security tendered for purchase and at any time thereaftersold in the remarketing shall be executed through the Clearing Agency, a purchaser may exchange its and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities for delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its pro rata share normal procedures. (j) If any Holder selling Preferred Securities in the remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of Debenturessuch selling Holder and of any other Person that was to have purchased Preferred Securities in the remarketing may deliver to any such other Person a number of Preferred Securities that is less than the number of Preferred Securities that otherwise was to be purchased by such person. In such event, the Administrative Trustees number of Preferred Securities to be so delivered shall cause Debentures held be determined by such Clearing Agency Participant, and delivery of such lesser number of Preferred Securities shall constitute good delivery. (k) The Remarketing Agent is not obligated to purchase any Preferred Securities in a remarketing or otherwise. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for remarketing. (l) The tender and settlement procedures set forth in this Section 10.11, including provisions for payment by purchasers of Preferred Securities in the remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein to the extent required by the Property Trustee, having an aggregate Accreted Value equal to Clearing Agency or if the aggregate Accreted Value of book-entry system is no longer available for the Preferred Securities purchased by such purchaser at the time of the remarketing, to facilitate the tendering and with accrued and unpaid interest equal remarketing of Preferred Securities in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the accumulated and unpaid Distributions on contrary set forth in Article 6 or Section 10.2, modify the Preferred Securities purchased by such purchaser, and having settlement procedures set forth herein in order to facilitate the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securitiessettlement process. (cm) The proceeds from Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing of Agreement, neither the Debentures shall be paid to Remarketing Agent nor the selling holders; provided that upon an Optional Redemption Remarketing Event Reset Agent (as defined in the DeclarationRemarketing Agreement) or a Legal Cause Remarketing Eventshall 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 proceeds maximum permissible Reset Rate on the Preferred Securities and they shall rely solely upon written notice from the Remarketing of Depositor and the Debentures that are held pursuant Trust (which the Depositor and the Trust agree to provide prior to the Unit Agreement for which tenth Business Day before the holders of Purchase Contract Settlement Date) as to whether or not there is any such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Upon the occurrence of an Optional Redemption Remarketing Eventlimitation and, if so, the Company shall cause a Remarketing of the Debentures and select a Remarketing Date; provided, however, that the following conditions precedent are satisfied: (i) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (ii) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements shall have been satisfied; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:maximum permissible Reset Rate.

Remarketing. (a) In connection with a Remarketing of the Preferred Securities: (i) in connection with a Remarketing of the Preferred Securities upon an 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; (ii) beginning on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; and (iii) 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 on the Special Record Date. (b) . In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Trust Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Trust Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holdersHolders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Trust Securities. Except as set forth herein, the following Remarketing provisions shall become effective only upon a distribution of the Debentures upon dissolution of the Trust which occurs prior to the Remarketing of the Preferred Securities. (c) Securities pursuant to the Declaration. Until such a distribution, or if such distribution occurs after the Remarketing of the Preferred Securities pursuant to the Declaration, the following Remarketing provisions shall have no effect. The proceeds from the Remarketing of the Debentures shall be paid to the selling holdersHolders; provided provided, however, that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Holders. Upon the occurrence of an Optional Redemption Remarketing Event, the Company shall cause a Remarketing of the Debentures and select a Remarketing Date; provided, however, that the following conditions precedent are satisfied: (i) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (ii) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements shall have been satisfied; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants on or prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

Remarketing. (a) In connection with a Remarketing of the Preferred Securities: (i) Unless a Special Event Redemption or a Termination Event has occurred prior to the Initial Remarketing Date, in connection with a Remarketing order to dispose of the Preferred Securities upon an Optional Redemption Remarketing Event Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes of any Holders of Corporate Units who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement as provided in Section 5.02(a)(i) above, or a Legal Cause Remarketing Eventwho have so notified the Purchase Contract Agent but failed to make such payment as required by Section 5.02(a)(ii) above, the Accreted Value Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement to sell such Senior Notes. The Purchase Contract Agent, based on the notices specified pursuant to Section 5.02(a)(iv), shall notify the Remarketing Agent, promptly after 5:00 p.m. (New York City time) on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, of the Debentures as aggregate principal amount of Senior Notes attributable to the end of Pledged Applicable Ownership Interests in Senior Notes that are to be remarketed. Concurrently, the day Custodial Agent, based on the day next preceding notices specified in clause (ii) below of this Section 5.02(b), will present for Remarketing the Separate Senior Notes to the Remarketing Date shall become due on the date which is 180 days following the Remarketing Date;Agent. (ii) beginning Prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, but no earlier than the Payment Date immediately preceding such date, holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed in all Remarketings under the Remarketing Agreement by delivering their Separate Senior Notes, along with a notice of such election, substantially in the form of Exhibit L attached hereto, to the Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in all Remarketings. The Custodial Agent shall hold the Separate Senior Notes in an account separate from the Collateral Account in which the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes shall be held. Holders of Separate Senior Notes electing to have their Separate Senior Notes remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, substantially in the form of Exhibit M hereto, on or prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, and following such notice the Custodial Agent shall return such Separate Senior notes to such holder. (iii) Upon receipt of notice from the Purchase Contract Agent as set forth in Section 5.02(b)(i) above and receipt of the Separate Senior Notes (if any) from the Custodial Agent, the Remarketing Agent shall, on the Initial Remarketing Date, use reasonable efforts to remarket such Senior Notes and such Separate Senior Notes at a price (the “Remarketing Price”) based on the Reset Rate equal to 100% of the aggregate principal amount of such Senior Notes and such Separate Senior Notes being remarketed, as provided in the Remarketing Agreement, for settlement on the Purchase Contract Settlement Date. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket such Senior Notes and such Separate Senior Notes at the Remarketing Price (other than to the Company) for any reason, or the remarketing has not occurred because a condition precedent to the remarketing has not been fulfilled (in each case, a “Failed Remarketing”) on the Initial Remarketing Date, the rate of interest per annum Remarketing Agent shall, on the Accreted Value Second Remarketing Date, use its reasonable efforts to remarket such Senior Notes and such Separate Senior Notes at the Remarketing Price for settlement on the Purchase Contract Settlement Date. If, in spite of the Debentures Remarketing Agent’s reasonable efforts, a Failed Remarketing shall become the Reset Rate have occurred on the Accreted Value of the Securities established in the Second Remarketing of the Preferred Securities; and (iii) 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 Agent shall, on the Special Record Final Remarketing Date, use reasonable efforts to remarket such Senior Notes and such Separate Senior Notes at the Remarketing Price for settlement on the Purchase Contract Settlement Date. (biv) In connection If the Remarketing Agent is able to remarket such Senior Notes and such Separate Senior Notes (if any) in any Remarketing (to parties other than the Company) in accordance with the Remarketing Agreement (a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In such event“Successful Remarketing”), the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Collateral Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Upon the occurrence of an Optional Redemption Remarketing Event, the Company shall cause a Remarketing of the Debentures and select a Remarketing Date; provided, however, that the following conditions precedent are satisfied: (i) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (ii) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements shall have been satisfied; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Dateshall: (A) on the Warrant Requirements shall be satisfiedPurchase Contract Settlement Date, instruct the Securities Intermediary to Transfer the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes to the Remarketing Agent upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Remarketing attributable to such Senior Notes in the Collateral Account; and (B) pursuant on the Purchase Contract Settlement Date, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of such Proceeds equal to the Warrant aggregate principal amount of such Senior Notes to satisfy in full the Obligations of Holders of Corporate Units to pay the Purchase Price for the shares of Common Stock under the related Purchase Contracts, less the amount of any accrued and unpaid Contract Adjustment Payments payable to such Holders, and to remit the balance of such Proceeds, if any, to the Purchase Contract Agent for distribution to Holders. On the Purchase Contract Settlement Date, the Company shall pay the Remarketing Fee to the Remarketing Agent in accordance with the Remarketing Agreement. With respect to the remarketed Separate Senior Notes, upon a redemption Successful Remarketing, any proceeds of the Warrants Successful Remarketing attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment on the Purchase Contract Settlement Date to the holders of those holders Separate Senior Notes who submitted such Separate Senior Notes for remarketing pursuant hereto. (v) Following a Failed Remarketing on the Final Remarketing Date (a “Failed Final Remarketing”), as of the Purchase Contract Settlement Date, each Holder of any Pledged Applicable Ownership Interests in Senior Notes, unless such Holder has delivered the Purchase Price to the Securities Intermediary for deposit in the Collateral Account prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers check or wire transfer in immediately available funds payable to or upon the order of the Securities Intermediary, shall be deemed to have not exercised such Holder’s Put Right with respect to the Senior Notes underlying such Pledged Applicable Ownership Interests in Senior Notes and to have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the related Purchase Contracts in full satisfaction of such Holders’ obligations under such Purchase Contracts. Following such set-off, each such Holder’s obligations to pay the Purchase Price for the shares of Common Stock will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Senior Notes underlying such Pledged Applicable Interests in Senior Notes from the Collateral Account and shall promptly transfer such Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining portion of the Proceeds of the Holder’s exercise their Warrants of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Applicable Ownership Interests in Senior Notes relate. (vi) Not later than 20 Business Days prior to the Initial Remarketing Date, the Company shall request the Depositary or on such date shall have been consummated. If any its nominee to notify the Beneficial Owners or Depositary Participants holding Units and Separate Senior Notes of the foregoing conditions precedent are not satisfiedprocedures to be followed in each Remarketing including, in the case of a Failed Final Remarketing, the procedures that must be followed by a holder of Separate Senior Notes if such Holder wishes to exercise its Put Right or by a Holder if such Holder elects not to exercise its Put Right. (vii) The Company agrees to use its commercially reasonable efforts to ensure that, if required by applicable law, (x) a registration statement, including a prospectus, under the Securities Act with regard to the full amount of the Senior Notes to be remarketed in each Remarketing cannot occur and in each case in a form that may be used by the contemporaneous redemption of Warrants Remarketing Agent in connection with such Remarketing shall be canceled; provided, however, that if:effective with the Securities and Exchange Commission and (y) to make available copies of such prospectus. (viii) The Company shall issue a press release and cause a notice of any Failed Final Remarketing to be published on its website (with a copy of such notice to be provided to the Purchase Contract Agent) before 9:00 a.m. New York City time on the Business Day immediately following such Failed Final Remarketing. The press release to be issued under this subsection shall be published by making a timely release to an appropriate news agency such as Bloomberg Business News or the Dow Xxxxx News Service.

Remarketing. (a) In connection Bluegreen shall be obligated to use commercially reasonable efforts to remarket the Intervals related to Defaulted Receivables. Bluegreen shall not, with a Remarketing respect to the remarketing of the Preferred Securities: (i) in connection Intervals associated with a Remarketing the Defaulted Receivables and related Trust Assets, make any "adverse selection" with respect to such Trust Assets vis-a-vis other receivables serviced by Bluegreen. Bluegreen, on behalf of the Preferred Securities upon an Optional Redemption Remarketing Event or a Legal Cause Remarketing Event, Trust and at the Accreted Value discretion of the Debentures as Facility Administrator, shall take all necessary steps to have the record title of the end of applicable Resort Interests subject to such Defaulted Receivables continue to be held by the day on the day next preceding the Remarketing Date shall become due on the date which is 180 days following the Remarketing Date; (ii) beginning on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; and (iii) 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 on the Special Record Date. (b) In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of DebenturesClub Trustee. In such event, Bluegreen shall direct the Administrative Trustees shall cause Debentures held by the Property Club Trustee, having an aggregate Accreted Value equal directly or through its agents, (i) to exercise the aggregate Accreted Value of remedies provided for in the Preferred Securities purchased by such purchaser and Club Trust Agreement, in the Receivables themselves or in the other Club documents with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed respect to such purchaser in exchange for such holders' pro rata interest in Defaulted Receivables and the Trust. In such event, Obligors thereunder and (ii) to remarket the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event "Owner Beneficiary Rights" (as defined in the DeclarationClub Trust Agreement) of the Obligors under such Defaulted Receivables with the purpose of effecting a recovery of the maximum proceeds in respect of such Defaulted Receivables or finding replacements therefor. Bluegreen, at the request of the Facility Administrator, shall reserve its rights under the Club Trust Agreement and/or the applicable Mortgages to obtain, at any time, record title and all beneficial interests in respect of the Intervals related to Defaulted Receivables. All actions taken by Bluegreen in respect of any Defaulted Receivable shall, at all times, be carried out in a Legal Cause Remarketing Eventmanner such that none of the Trust, the Facility Administrator, the Owner Trustee or the Indenture Trustee shall, under Requirements of Law, be deemed to be the developer or declarant of any Eligible Resort or the Club. Bluegreen shall deposit the proceeds associated with the remarketing of the Interval related to a Defaulted Receivable into the Collection Account and shall be paid the "Remarketing Fee" associated with such Interval from the Remarketing proceeds of the Debentures that are held remarketing thereof pursuant to Section 2.11 or pursuant to the Unit Agreement for which Servicer Purchase Option. Bluegreen (in the holders event the Servicer is Bluegreen or an Affiliate thereof other than the Trust Depositor) shall at all times have the right (but not the obligation) to utilize the Servicer Purchase Option as set forth in Section 2.12 in lieu of such Units have elected to exercise their Warrants shall be paid directly to performing the Warrant Agent to satisfy remarketing functions set forth in full the Exercise Price this Section. In connection with Bluegreen's performance of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Upon the occurrence of an Optional Redemption Remarketing Event, the Company shall cause a Remarketing of the Debentures and select a Remarketing Date; provided, however, that the following conditions precedent are satisfied: its remarketing duties hereunder Bluegreen (i) as of will undertake such duties in the date on ordinary course in a manner similar and consistent with (or better than) the manner in which the Company elects to cause a Remarketing of the Debentures Bluegreen sells or markets other timeshare properties it or its Affiliates owns and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (ii) may not sell any Defaulted Receivables that are Trust Assets except for or as of specifically permitted by this Agreement. Any proceeds from remarketing deposited into the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements shall have been satisfied; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements Collection Account shall be satisfied; and (B) pursuant to in the Warrant Agreement, a redemption form of cash. In no event shall the Warrants of those holders who have not elected to exercise their Warrants prior to or on Trust originate any loan in connection with such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:remarketing.

Remarketing. (a) In connection with a The Depositor will request, not later than 15 nor more than 30 calendar days prior to the Remarketing Date, that the Clearing Agency notify the Holders of Preferred Securities and the Holders of Income PRIDES and Growth PRIDES of the Remarketing and of the procedures that must be followed if a Holder of Preferred Securities:Securities wishes to exercise such Holder's rights with respect to the Put Option if there is a Failed Remarketing. (ib) in connection with a Remarketing Not later than 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, each Holder of the Preferred Securities may elect to have Preferred Securities held by such Holder remarketed. Under Section 5.4 of the Purchase Contract Agreement, Holders of Income PRIDES that do not give notice of intention to make a Cash Settlement of their related Purchase Contracts shall be deemed to have consented to the disposition of the Preferred Securities comprising a component of such Income PRIDES. Holders of Preferred Securities that are not a component of Income PRIDES shall give notice of their election to have such Preferred 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 fifth Business Day immediately preceding the Purchase Contract Settlement Date and may not be conditioned upon an Optional Redemption Remarketing Event or a Legal Cause Remarketing Eventthe level at which the Reset Rate is established. Promptly after 5:30 P.M., New York City time, on such fifth Business Day, the Accreted Value Property Trustee, 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 Trust, the Depositor and the Remarketing Agent of the Debentures number of Preferred Securities to be tendered for purchase. (c) If any Holder of Income PRIDES does not give a notice of its intention to make a Cash Settlement or gives a notice of election to tender Preferred Securities as described in Section 4.9(b), the Preferred Securities of such Holder shall be deemed tendered, notwithstanding any failure by such Holder to deliver or properly deliver such Preferred Securities to the Remarketing Agent for purchase. (d) The right of each Holder to have Preferred Securities tendered for purchase shall be limited to the extent that (i) the Remarketing Agent conducts a remarketing pursuant to the terms of the end of the day on the day next preceding Remarketing Agreement, (ii) Preferred Securities tendered have not been called for redemption, (iii) the Remarketing Date shall become due on Agent is able to find a purchaser or purchasers for tendered Preferred Securities and (iv) such purchaser or purchasers deliver the date which is 180 days following purchase price therefor to the Remarketing Agent. (e) On the Remarketing Date;, the Remarketing Agent shall use commercially reasonable efforts to remarket at a price equal to approximately 100.5% of the aggregate liquidation amount thereof, Preferred Securities tendered or deemed tendered for purchase. (iif) beginning If none of the Holders elects to have Preferred Securities held by them remarketed, the Reset Rate shall be the rate determined by the 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 Remarketing Date. (g) If the Remarketing Agent has determined that it will be able to remarket all Preferred Securities tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate of interest per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) which the Remarketing Agent determines, subject to the terms of the Remarketing Agreement, to be the lowest rate per annum that will enable it to remarket all Preferred Securities tendered or deemed tendered for remarketing. (h) If, by 4:00 P.M., New York City time, on the Accreted Value Remarketing Date, the Remarketing Agent is unable to remarket all Preferred Securities tendered or deemed tendered for purchase, a failed remarketing ("Failed Remarketing") shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, Depositor, Property Trustee, Delaware Trustee and Clearing Agency. (i) By approximately 4:30 P.M., New York City time, on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, Depositor, Property Trustee, Delaware Trustee and Clearing Agency of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established determined in the Remarketing and the number of Preferred Securities sold in the remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the number of Preferred Securities; and Securities such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price 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 Purchase Contract Settlement Date shall be payable to the Holders of the Debentures on the Special Record Date. (b) In connection with a Remarketing in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency. (j) In accordance with the Clearing Agency's normal procedures, on the Purchase Contract Settlement Date, the transactions described above with respect to each Preferred Security tendered for purchase and at any time thereaftersold in the remarketing shall be executed through the Clearing Agency, a purchaser may exchange its and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities for delivered by book entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its pro rata share normal procedures. (k) If any Holder selling Preferred Securities in the remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of Debenturessuch selling Holder and of any other person that was to have purchased Preferred Securities in the remarketing may deliver to any such other person a number of Preferred Securities that is less than the number of Preferred Securities that otherwise was to be purchased by such person. In such event, the Administrative Trustees number of Preferred Securities to be so delivered shall cause Debentures held be determined by such Clearing Agency Participant, and delivery of such lesser number of Preferred Securities shall constitute good delivery. (l) The Remarketing Agent is not obligated to purchase any Preferred Securities that would otherwise remain unsold in a remarketing. Neither the Trust, any Trustee, the Depositor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Preferred Securities for remarketing. (m) The tender and settlement procedures set forth in this Section, including provisions for payment by purchasers of Preferred Securities in the remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Property Trustee, having an aggregate Accreted Value equal to Clearing Agency or if the aggregate Accreted Value of book-entry system is no longer available for the Preferred Securities purchased by such purchaser at the time of the remarketing, to facilitate the tendering and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the remarketing of Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holders' pro rata interest in the Trustcertificated form. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Upon the occurrence of an Optional Redemption Remarketing Event, the Company shall cause a Remarketing of the Debentures and select a Remarketing Date; provided, however, that the following conditions precedent are satisfied: (i) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (ii) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements shall have been satisfied; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfiedaddition, the Remarketing cannot occur and Agent may, notwithstanding any provision to the contemporaneous redemption of Warrants shall be canceled; providedcontrary set forth herein, however, that if:modify the settlement procedures set forth herein in order to facilitate the settlement process.

Remarketing. (a) In connection with The Company shall request, not later than 15 nor more than 30 calendar days prior to the Remarketing Date, that the Depositary notify the Holders of the Debentures and the holders of the Corporate Units of the Remarketing and of the procedures that must be followed if a holder of Corporate Units wishes to make a Cash Settlement; PROVIDED, that in the case of a Remarketing following a Change in Control, the Company shall make such request eight Business Days prior to the Remarketing Date. (b) Under Section 5.4 of the Preferred Securities:Purchase Contract Agreement, holders of Corporate Units that do not give notice of their intention to make a Cash Settlement of the Purchase Contract component of their Corporate Units prior to such time in the manner specified in such Section, or that give such notice but fail to deliver cash prior to 11:00 a.m., New York City time, on or prior to the fifth Business Day preceding the Purchase Contract Settlement Date, shall be deemed to have consented to the disposition of the Debenture component of their Corporate Units in the Remarketing. Promptly after 11:00 a.m., New York City time, on such fifth Business Day, the Purchase Contract Agent, based on notices from the Purchase Contract Agent as to Purchase Contracts for which Cash Settlement has been elected and cash received, shall notify the Company and the Remarketing Agent of the amount of Debentures to be tendered for purchase in the Remarketing. (c) If any Holder of Debentures does not give a notice of its intention to make a Cash Settlement or gives such notice but fails to deliver cash as described in the foregoing subsection (b), then the Debentures of such Holder shall be deemed tendered for purchase in the Remarketing, notwithstanding any failure by such Holder to deliver or properly deliver such Debentures to the Remarketing Agent for purchase. (d) The right of each Holder to have Debentures tendered for purchase will be limited to the extent that (i) in connection with the Remarketing Agent conducts a Remarketing pursuant to the terms of the Preferred Securities upon an Optional Redemption Remarketing Event Agreement, (ii) the Remarketing Agent is able to find a purchaser or a Legal Cause purchasers for the tendered Debentures, and (iii) such purchaser or purchasers deliver the purchase price therefor to the Remarketing EventAgent. (e) On the Remarketing Date, the Accreted Value Remarketing Agent will use commercially reasonable efforts to remarket, at a price equal to 100.50% of their aggregate principal amount, the Debentures tendered or deemed tendered for purchase. (f) If, as a result of the efforts described in the foregoing subsection (e), the Remarketing Agent determines that it will be able to remarket all of the Debentures as tendered or deemed tendered for purchase at a price of the end 100.50% 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; (ii) beginning their aggregate principal amount prior to 4:00 p.m., New York City time, on the Remarketing Date, the Remarketing Agent shall determine the Interest Rate, which shall be the rate of interest per annum on (rounded to the Accreted Value nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent determines, in its sole judgment, to be the lowest rate per annum that will enable it to remarket at that price all of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; andtendered or deemed tendered for Remarketing. (iiig) 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 If none of the Holders of the Corporate Units elects to have Debentures remarketed in the Remarketing, the Interest Rate shall be the rate determined by the Remarketing Agent, in its sole discretion, as the rate that would have been established had a Remarketing been held on the Special Record Remarketing Date. (bh) In connection with a Remarketing of the Preferred Securities and at any time thereafterIf, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In such eventby 4:00 p.m., the Administrative Trustees shall cause Debentures held by the Property TrusteeNew York City time, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Upon the occurrence of an Optional Redemption Remarketing Event, the Company shall cause a Remarketing of the Debentures and select a Remarketing Date; provided, however, that the following conditions precedent are satisfied: (i) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (ii) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements Remarketing Agent is unable to remarket all of the Debentures tendered or deemed tendered for purchase, a "Failed Remarketing" shall be deemed to have been satisfied; and (iii) on occurred, and the Remarketing DateAgent shall so advise by telephone the Depositary, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur Trustee and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:the

Remarketing. (a) In connection with a Remarketing of the Preferred Securities: (i) in connection with a Remarketing of the Preferred Securities upon an Optional Redemption a 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 Securities as of the end of the day on the day next preceding the Remarketing Date shall be redeemed on the date which is 60 days following the Remarketing Date; (ii) beginning on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; , and, as a result, the Distribution rate per annum on the Accreted Value of the Securities shall become the Reset Rate established in the Remarketing of the Preferred Securities; (iii) 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 holders of the Debentures on the Special Record Date, and, as a result, Distributions accumulated and unpaid on the Securities from and including the immediately preceding Distribution Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Securities on the Special Record Date; (iv) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Sponsor 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 (v) on and after the Remarketing Date, the Warrants shall be exercisable at the Exercise Price. (b) The proceeds from the Remarketing of the Preferred Securities shall be paid to the selling Holders, provided that, upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Preferred Securities that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders. (c) In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holdersHolders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Upon the occurrence of an Optional Redemption a Trading Remarketing Event, the Company Sponsor shall cause a Remarketing of the Debentures Preferred Securities and select a Remarketing Date; provided, however, provided that the following conditions precedent are satisfied: (i) as of the date on of which the Company elects to cause Sponsor causes a Remarketing of the Debentures Preferred Securities, the Closing Price of a share of the Common Stock exceeds and has exceeded for at least 20 Trading Days within the immediately preceding 30 consecutive Trading Days, $37.57 per share. (ii) as of the date of which the Sponsor causes a Remarketing of the Preferred Securities and on the Remarketing Date, no Trust Enforcement Event of Default or deferral of interest payments Distributions to Holders of the Debentures Preferred Securities shall have occurred and be continuing; (iiiii) as of the date on of which the Company elects to cause Sponsor causes a Remarketing of the Debentures Preferred Securities and on the Remarketing Date, a registration statement covering the Warrant Requirements issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall have been satisfiedbe effective under the Securities Act, or the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be exempt from registration requirements under the Securities Act; and (iiiiv) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, provided that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing of the Preferred Securities cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

Remarketing. (a) In connection with a Remarketing of the Preferred Securities: (i) Unless a Special Event Redemption or a Termination Event has occurred prior to the Initial Remarketing Date, in connection with a Remarketing order to dispose of the Preferred Securities upon an Optional Redemption Remarketing Event Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes of any Holders of Corporate Units who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement as provided in Section 5.02(a)(i) above, or a Legal Cause Remarketing Eventwho have so notified the Purchase Contract Agent but failed to make such payment as required by Section 5.02(a)(ii) above, the Accreted Value Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement to remarket such Senior Notes. The Purchase Contract Agent, based on the notices specified pursuant to Section 5.02(a)(iv), shall notify the Remarketing Agent in writing, promptly after 5:00 p.m. (New York City time) on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, of the Debentures as aggregate principal amount of Senior Notes attributable to the Pledged Applicable Ownership Interests in Senior Notes that are to be remarketed. Concurrently, the Custodial Agent, based on the notices specified in clause (ii) below of this Section 5.02(b), will notify the Remarketing Agent in writing of the end aggregate principal amount of Separate Senior Notes to be remarketed in the day on the day next preceding Remarketing, and present for Remarketing such Separate Senior Notes to the Remarketing Date shall become due on the date which is 180 days following the Remarketing Date;Agent. (ii) beginning Prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, but no earlier than the Payment Date immediately preceding such date, holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed in all Remarketings under the Remarketing Agreement by delivering their Separate Senior Notes, along with a notice of such election, substantially in the form of Exhibit K attached hereto, to the Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in all Remarketings. The Custodial Agent shall hold the Separate Senior Notes in an account separate from the Collateral Account in which the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes shall be held. Holders of Separate Senior Notes electing to have their Separate Senior Notes remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, substantially in the form of Exhibit L hereto, on or prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, and following such notice the Custodial Agent shall return such Separate Senior Notes to such holder. (iii) Upon receipt of notice from the Purchase Contract Agent as set forth in Section 5.02(b)(i) above and notice and receipt of the Separate Senior Notes (if any) from the Custodial Agent as set forth in Section 5.02(b)(i) above, the Remarketing Agent shall, on the Initial Remarketing Date, use reasonable efforts to remarket such Senior Notes and such Separate Senior Notes at a price (the “Remarketing Price”) equal to 100% of the aggregate principal amount of such Senior Notes and such Separate Senior Notes being remarketed, as provided in the Remarketing Agreement, for settlement on the Purchase Contract Settlement Date. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket such Senior Notes and such Separate Senior Notes at the Remarketing Price (other than to the Company) for any reason, or the remarketing has not occurred because a condition precedent to the remarketing has not been fulfilled (in each case, a “Failed Remarketing”) on the Initial Remarketing Date, the rate of interest per annum Remarketing Agent shall, on the Accreted Value Second Remarketing Date, use its reasonable efforts to remarket such Senior Notes and such Separate Senior Notes at the Remarketing Price for settlement on the Purchase Contract Settlement Date. If, in spite of the Debentures Remarketing Agent’s reasonable efforts, a Failed Remarketing shall become the Reset Rate have occurred on the Accreted Value of the Securities established in the Second Remarketing of the Preferred Securities; and (iii) 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 Agent shall, on the Special Record Final Remarketing Date, use reasonable efforts to remarket such Senior Notes and such Separate Senior Notes at the Remarketing Price for settlement on the Purchase Contract Settlement Date. (biv) In connection If the Remarketing Agent is able to remarket such Senior Notes and such Separate Senior Notes (if any) in any Remarketing (to parties other than the Company) in accordance with the Remarketing Agreement (a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In such event“Successful Remarketing”), the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Collateral Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Upon the occurrence of an Optional Redemption Remarketing Event, the Company shall cause a Remarketing of the Debentures and select a Remarketing Date; provided, however, that the following conditions precedent are satisfied: (i) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (ii) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements shall have been satisfied; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Dateshall: (A) on the Warrant Requirements shall be satisfiedPurchase Contract Settlement Date, instruct the Securities Intermediary to Transfer the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes to the Remarketing Agent upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Remarketing attributable to such Senior Notes in the Collateral Account; and (B) pursuant on the Purchase Contract Settlement Date, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of such Proceeds equal to the Warrant aggregate principal amount of such Senior Notes to satisfy in full the Obligations of Holders of Corporate Units to pay the Purchase Price for the shares of Common Stock under the related Purchase Contracts, less the amount of any accrued and unpaid Contract Adjustment Payments payable to such Holders, and to remit the balance of such Proceeds, if any, to the Purchase Contract Agent for distribution to Holders. On the Purchase Contract Settlement Date, the Company shall pay the Remarketing Fee to the Remarketing Agent in accordance with the Remarketing Agreement. With respect to the remarketed Separate Senior Notes, upon a redemption Successful Remarketing, any proceeds of the Warrants Successful Remarketing attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment on the Purchase Contract Settlement Date to the holders of those holders Separate Senior Notes who submitted such Separate Senior Notes for remarketing pursuant hereto. (v) Following a Failed Remarketing on the Final Remarketing Date (a “Failed Final Remarketing”), as of the Purchase Contract Settlement Date, each Holder of any Pledged Applicable Ownership Interests in Senior Notes, unless such Holder has provided written notice to the Purchase Contract Agent in substantially the form of Exhibit M hereto of its intention to settle the related Purchase Contract with separate cash prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date and on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date delivered the Purchase Price to the Securities Intermediary for deposit in the Collateral Account in lawful money of the United States by certified or cashiers check or wire transfer in immediately available funds payable to or upon the order of the Securities Intermediary (which settlement may only be effected in integral multiples of 20 Corporate Units), shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes underlying such Pledged Applicable Ownership Interests in Senior Notes and to have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the related Purchase Contracts in full satisfaction of such Holders’ obligations under such Purchase Contracts. Following such set-off, each such Holder’s obligations to pay the Purchase Price for the shares of Common Stock will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Senior Notes underlying such Pledged Applicable Interests in Senior Notes from the Collateral Account and shall promptly transfer such Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining portion of the Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Applicable Ownership Interests in Senior Notes relate. Upon (x) receipt by the Collateral Agent of a notice from the Purchase Contract Agent in substantially the form of Exhibit N hereto promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units that such Holder has elected, in accordance with this Section 5.02(b)(v), to settle the related Purchase Contract with separate cash and (y) payment by such Holder to the Securities Intermediary of the Purchase Price in accordance with the first sentence of this Section 5.02(b)(v), in lieu of exercise of such Holder’s Put Right, the Securities Intermediary shall give the Purchase Contract Agent notice of the receipt of such payment in substantially the form of Exhibit O hereto and shall (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.02(a)(v) with respect to Cash Settlement, (B) promptly release from the Pledge the Senior Notes underlying the Applicable Ownership Interest in Senior Notes related to the Corporate Units as to which such Holder has paid such separate cash and (C) promptly Transfer all such Senior Notes to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby, whereupon the Purchase Contract Agent shall Transfer such Senior Notes in accordance with written instructions provided by the Holder thereof or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Senior Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the relevant abandoned property laws of the state where such Senior Notes and interest payments thereon, if any, are held. Upon maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall, and is hereby authorized to, (A) instruct the Securities Intermediary to remit to the Company on the Purchase Contract Settlement Date such portion of the proceeds of such Permitted Investments as is equal to the aggregate Purchase Price under all Purchase Contracts in respect of which separate cash has been paid as provided in this Section 5.02(b)(v) to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of such amount earned from such Permitted Investments to the Purchase Contract Agent for distribution to the Holders who have not elected paid such separate cash pro-rata in proportion to the amount paid by such Holders under this Section 5.02(b)(v). (vi) Not later than 20 Business Days prior to the Initial Remarketing Date, the Company shall request the Depositary or its nominee to notify the Beneficial Owners or Depositary Participants holding Units and Separate Senior Notes of the procedures to be followed in each Remarketing including, in the case of a Failed Final Remarketing, the procedures that must be followed by a holder of Separate Senior Notes if such Holder wishes to exercise their Warrants prior its Put Right or by a Holder if such Holder elects not to or on such date shall have been consummated. If any exercise its Put Right. (vii) The Company agrees to use its commercially reasonable efforts to ensure that, if required by applicable law, (x) a registration statement, including a prospectus, under the Securities Act with regard to the full amount of the foregoing conditions precedent are not satisfied, Senior Notes to be remarketed in each Remarketing in each case in a form that may be used by the Remarketing cannot occur and the contemporaneous redemption of Warrants Agent in connection with such Remarketing shall be canceled; provided, however, that if:effective with the Securities and Exchange Commission and (y) to make available copies of such prospectus. (viii) The Company shall issue a press release and cause a notice of any Failed Final Remarketing to be published on its website (with a copy of such notice to be provided to the Purchase Contract Agent) before 9:00 a.m. New York City time on the Business Day immediately following such Failed Final Remarketing.

Remarketing. (a) In connection with The District appoints the Remarketing Agent as its exclusive agent to perform the duties under the Indenture for the remarketing of Bonds tendered or deemed tendered for purchase and, in reliance on the representations contained herein and subject to the terms hereof, the Remarketing Agent agrees to use its best efforts to solicit offers to purchase, at the best available price at a Remarketing rate of interest up to the Preferred Securities: Maximum Rate without regard to the Bank Bond Rate, the Bonds which have been (i) in connection with a Remarketing of required to be tendered by the Preferred Securities upon an Optional Redemption Remarketing Event holders thereof pursuant to the Indenture; 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; (ii) beginning on tendered at the option of the holders thereof pursuant to the Indenture. It is understood that in undertaking to perform its duties under this Remarketing Agreement, it is the intention of the parties that the Remarketing Date, the rate Agent will act solely as an agent and not as a principal except as expressly provided in Section 5(b) of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the this Remarketing of the Preferred Securities; and (iii) 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 on the Special Record DateAgreement. (b) In connection The Remarketing Agent shall not be required to solicit any purchase of Bonds or perform any other action required to be performed under this Remarketing Agreement if (i) it reasonably believes it has not received information from the District necessary to allow the Remarketing Agent to comply with a Remarketing the rules of the Preferred Municipal Securities Rulemaking Board or the Securities and at Exchange Commission promulgated under the Securities Exchange Act of 1934 relating to disclosure or other similar requirements, (ii) there occurs any time thereaftermaterial noncompliance by the District of any obligation on its part to be performed under the Indenture or under this Remarketing Agreement, or (iii) (A) a purchaser may exchange its Preferred Securities for its pro rata share Liquidity Facility is required pursuant to Section 2.17 of Debenturesthe Indenture and there is no Liquidity Facility in effect, and (B) there shall have occurred and been continuing an Event of Default of which an authorized officer in the principal office of the Remarketing Agent or an authorized officer in the principal corporate trust office of the Trustee has actual knowledge, unless remarketing of the Bonds is consented to in writing by the District, the Trustee, the Remarketing Agent, and the Liquidity Provider. In such eventaddition, the Administrative Trustees Remarketing Agent shall cause Debentures held by be under no obligation to remarket the Property Trustee, having an aggregate Accreted Value equal Bonds after the Liquidity Provider has given written notice to the aggregate Accreted Value District of an “event of default” under the Preferred Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred SecuritiesLiquidity Facility. (c) The proceeds from In the event of (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, if in the reasonable opinion of the Remarketing Agent, it is impracticable to proceed with the remarketing of the Debentures shall be paid Bonds; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or State of New York authorities, if in the reasonable opinion of the Remarketing Agent, it is impracticable to proceed with the remarketing of the Bonds; (iii) the engagement by the United States in or escalation of hostilities or the declaration of a national emergency or war occurs, if in the reasonable opinion of the Remarketing Agent, it is impracticable to proceed with the remarketing of the Bonds; (iv) legislation being favorably reported by a committee of the House of Representatives or the Senate of the Congress of the United States or being introduced by committee, by amendment or otherwise, in, or being enacted by, the House of Representatives or the Senate, or being recommended by committee to the selling holders; provided that upon an Optional Redemption Remarketing Event (Congress of the United States for signature by the President of the United States, or a decision by a court established under Article III of the Constitution of the United States being rendered or a ruling, regulation or order of the 4849-6315-5012.4 Xxxxxxxx Xxxxxxxxxx xx xxx Xxxxxx Xxxxxx or the Internal Revenue Service being made or proposed having the purpose or effect of imposing federal income taxation, or any other event occurring which results in interest on the Bonds being includable in gross income for federal tax purposes, which, as defined to all of the above, in the DeclarationRemarketing Agent’s judgment makes it impracticable or inadvisable to proceed with solicitation of offers to purchase the Bonds; (v) legislation being introduced by committee, by amendment or otherwise, in, or being enacted by, the House of Representatives or the Senate of the Congress of the United States, or a Legal Cause Remarketing Eventdecision by a court of the United States being rendered, or a “stop order,” ruling, regulation or official statement by, or on behalf of, the proceeds from United States Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter being made or proposed, to the effect that the offering or sale of obligations of the general character of the Bonds, as contemplated hereby, is or would be in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the offering or sale of obligations of the general character of the Bonds, as contemplated hereby; (vi) except as provided in clauses (iv) and (v) hereof, any legislation, resolution, ordinance, rule or regulation introduced in, or being enacted by any Federal governmental body, department or agency of the United States or the State of New York or the State of California, or a decision by any court of competent jurisdiction within the United States or the State of New York or the State of California being rendered which, in the Remarketing Agent’s reasonable opinion, materially adversely affects the marketability of the Debentures that are held pursuant Bonds; (vii) any governmental authority imposing, as to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price Bonds, or obligations of the Warrants held by such holders general character of the Bonds, any material restrictions not now in force, or increasing materially those now in force, which in the Remarketing Agent’s judgment makes it impracticable or inadvisable to proceed with any excess proceeds being paid to the selling holders. remarketing of the Bonds; (dviii) Upon the occurrence of an Optional Redemption Remarketing Event, the Company shall cause a Remarketing any of the Debentures events contemplated by Section 2(b)(iii) of this Remarketing Agreement which in the reasonable judgment of the Remarketing Agent make it impracticable to remarket the Bonds; (ix) a reduction by any rating agency of the short-term ratings on the Bonds below X-0, X-0 or P-1 or similar designations, as applicable, or a reduction by any rating agency of the long-term ratings on the Bonds below BBB- or Baa3, as applicable, or a withdrawal or suspension of the long-term ratings on the Bonds for credit-related reasons; (x) any of the representations and select a Remarketing Date; provided, however, that warranties of the following conditions precedent are satisfied: (i) District made hereunder shall not have been true and correct in any material respect as of the date on which they were made; (xi) the Company elects District shall fail to cause a Remarketing observe in any material respect any of the Debentures its covenants or agreements made in Sections 2(a)(i), (ii), (iii), (iv), (v), (vii) or (ix), Section 2(b), Section 2(c) or Section 8 and on such failure shall not be cured within 20 days of notice thereof by the Remarketing Date, no Event Agent to the District and the Liquidity Provider; (xii) an “event of Default or deferral of interest payments to Holders of the Debentures default” shall have occurred and be continuing;continuing under the Indenture; (xiii) the District shall fail to pay, or cause to be paid, when due, or shall declare a moratorium on the payment of, or shall repudiate its obligations under, any Bonds; (xiv) a court of competent jurisdiction shall have entered a final, nonappealable order or judgment that any Bonds are illegal or unenforceable; or (xv) the District shall fail to comply in any material respect with its obligations under the Continuing Disclosure Certificate executed by the District, dated as of the date of issuance of the Bonds (the “CDC”); and so long as such situation continues to exist, the Remarketing Agent shall have the right to suspend its efforts to solicit offers to purchase the Bonds. (iid) as The obligations of the Remarketing Agent hereunder and under the Indenture, with respect to the date on which the Company elects Bonds are to cause a be remarketed pursuant to this Remarketing Agreement, are also subject to the further condition that on and prior to such date the Master Resolution, the Indenture, the Liquidity Facility, and this Remarketing Agreement shall be in full force and effect and shall not have been amended, modified or supplemented in any way which would materially and adversely affect the duties of the Debentures Remarketing Agent, except as may have been agreed to in writing by the Remarketing Agent, and there shall be in full force and effect such additional resolutions, agreements, certificates (including such certificates as may be required by regulations for the Internal Revenue Service in order to establish or preserve the tax- exempt character of interest on the Remarketing DateBonds) and opinions as shall be reasonably satisfactory in form and substance to Bond Counsel, the Warrant Requirements Trustee, the District, and counsel for the Remarketing Agent. (e) As compensation for the Remarketing Agent’s services hereunder with respect to the Bonds representing interest at a Weekly Interest Rate for a Weekly Interest Rate Period, the District shall have been satisfied; andpay the Remarketing Agent the fees per annum listed in Schedule A attached hereto in respect of the aggregate principal amount of the Bonds outstanding at the time of payment, calculated on the basis of a 365 or 366 day year and the actual days elapsed in any period. As compensation for the Remarketing Agent’s services hereunder with respect to the Bonds bearing interest at any other rate permitted by the Indenture, the District shall pay the Remarketing Agent a fee as shall be agreed upon by the parties hereto. The fee will be billed quarterly in arrears on or about January 1, April 1, July 1 and October 1, and paid by the District as soon as practicable upon receipt of the invoice. The District also agrees to pay the reasonable out-of-pocket expenses of the Remarketing Agent (including, without limitation, the reasonable fees and disbursements of its counsel) incurred in connection with the performance of its obligations hereunder. (f) The Remarketing Agent is hereby expressly authorized and directed to honor its obligations under and in compliance with the terms of this Remarketing Agreement and the Indenture without regard to, and without any duty on its part to inquire into, (i) the existence of any disputes or controversies between the Trustee, the District, or any other person or (ii) the respective rights, duties or liabilities of any of them, or (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to whether any facts or on such date shall have been consummated. If occurrences represented in any of the foregoing conditions precedent documents presented under this Remarketing Agreement are not satisfiedtrue and correct. Furthermore, the District fully understands and agrees that the Remarketing cannot occur and Agent’s sole obligations to the contemporaneous redemption of Warrants District shall be canceled; provided, however, that if:limited to honoring its obligations under and in compliance with the terms of this Remarketing Agreement.

Remarketing. (a) Except as set forth herein, these remarketing provisions shall become effective only upon a distribution of the Debentures upon dissolution of the Trust which occurs prior to the Remarketing of the Preferred Securities pursuant to the Trust Agreement. Until such a distribution, or if such distribution occurs after the Remarketing of the Preferred Securities pursuant to the Trust Agreement, these remarketing provisions shall have no effect. In connection with a Remarketing of the Preferred Securities: (i) in connection with a Remarketing of the Preferred Securities upon an Optional Redemption a 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; (ii) beginning on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; and (iii) 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 holders of the Debentures on the Special Record Date. (b) . In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Trust Securities for its pro rata share of Debentures. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Trust Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Trust Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holdersHolders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Trust Securities. (c) . The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; Holders, provided that that, upon an Optional Redemption a Trading Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) . Upon the occurrence of an Optional Redemption a Trading Remarketing Event, the Company shall may elect to cause a Remarketing of the Debentures and select a Remarketing Date; provided, however, provided that the following conditions precedent are satisfied: (i) as of the date on of which the Company elects to cause a Remarketing of the Debentures, the Closing Price of a share of the Common Stock exceeds and has exceeded for at least 20 Trading Days within the immediately preceding 30 consecutive Trading Days, $_____ (ii) as of the date of which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (iiiii) as of the date on of which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, a registration statement covering the Warrant Requirements issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall have been satisfiedbe effective under the Securities Act, or the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be exempt from the registration requirements of the Securities Act; and (iiiiv) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, provided that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

Remarketing. (a) In connection with The Notes may be remarketed at a Remarketing specified price on certain dates as specified in Section 5.04 of the Preferred SecuritiesPurchase Contract Agreement and in Section 4.05 of the Notes Pledge Agreement, and the remarketing procedures set forth in such sections shall apply to the Notes which provisions are hereby incorporated into this Second Supplemental Indenture mutatis mutandis. (b) The right of each Holder of Senior Notes to have its Senior Notes tendered for purchase will be limited to the extent that (i) the Remarketing Agent conducts a remarketing pursuant to the terms of the Remarketing Agreement, (ii) the Senior Notes included in the remarketing have not been called for redemption upon the occurrence of a Special Event, (iii) the Remarketing Agent is able to find a purchaser or purchasers for the remarketed Notes at a Reset Rate such that the aggregate value of such remarketed Senior Notes is equal to 100.5% of the aggregate principal amount of such Senior Notes, and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent. (c) If a Successful Remarketing occurs, the Remarketing Agent shall as soon as practicable on the Remarketing Date or on the Subsequent Remarketing Date, as the case may be, advise by telephone: (i) in connection with a Remarketing the Depositary and the Company of the Preferred Securities upon an 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 Reset Rate determined in the Remarketing Date shall become due on and the date which is 180 days following aggregate principal amount of Senior Notes sold in the Remarketing DateRemarketing; (ii) beginning on each purchaser or the Remarketing Date, the rate Depository Participant thereof of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on and the Accreted Value aggregate principal amount of the Securities established in the Remarketing of the Preferred Securitiesremarketed Senior Notes such purchaser is to purchase; andand 3 (iii) each purchaser to give instructions to its Depository Participant to pay the purchase price on the date of settlement for such 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 in same day funds against delivery of the Debentures on remarketed Senior Notes purchased through the Special Record Date. (b) In connection with a Remarketing facilities of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holdersDTC. (d) Upon In the occurrence event of an Optional Redemption a Last Failed Remarketing Eventthe interest rate payable on the Senior Notes will not be reset. (e) In accordance with DTC's normal procedures on the date of settlement of such Remarketing, the Company transactions described above with respect to each Senior Note remarketed in the remarketing shall cause a Remarketing be executed through DTC if the Senior Notes are registered in the name of DTC, and in that case, the accounts of the Debentures respective Depository Participants shall be debited and select a Remarketing Date; provided, however, that the following conditions precedent are satisfied:credited and such remarketed Senior Notes delivered by book entry as necessary to effect purchases and sales of such remarketed Senior Notes. DTC shall make payment in accordance with its normal procedures. (if) as The Remarketing Agent is not obligated to purchase any Senior Notes that otherwise would remain unsold in the remarketing. Neither the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the date on which Senior Notes for remarketing. (g) Under the Remarketing Agreement the Company elects to cause a Remarketing in its capacity as issuer of the Debentures Senior Notes shall be liable for and on shall pay any and all costs and expenses incurred in connection with the remarketing, other than the Remarketing DateFee. (h) The settlement procedures set forth herein, no Event of Default or deferral of interest payments to Holders including provisions for payment by purchasers of the Debentures remarketed Senior Notes in the Remarketing, shall have occurred and be continuing; (ii) as subject to modification to the extent required by DTC or if the book-entry system is not available for the remarketed Senior Notes at the time of the date on which remarketing, to facilitate the Company elects to cause a Remarketing remarketing of the Debentures remarketed Senior Notes in certificated form, and on shall provide for the Remarketing Date, the Warrant Requirements shall have been satisfied; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement authentication and delivery of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant Senior Notes in a principal amount equal to the Warrant Agreement, a redemption unremarketed portion of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummatedSenior Notes. If any of the foregoing conditions precedent are not satisfiedIn addition, the Remarketing cannot occur and Agent may modify the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:settlement procedures set forth herein in order to facilitate the settlement process.

Remarketing. (a) In connection with the event of a Successful Remarketing, the Collateral Agent shall instruct the Securities Intermediary to transfer the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes upon confirmation of deposit by the Remarketing Agent of the Preferred Securities: (i) proceeds of such Successful Remarketing in connection with a Remarketing the Collateral Account, and the portion of the Preferred Securities upon an Optional Redemption proceeds from such Successful Remarketing Event or a Legal Cause Remarketing Eventequal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. With respect to Pledged Applicable Ownership Interests in Senior Notes, the Accreted Value any proceeds of the Debentures as Remarketing in excess of the end sum of the day on Treasury Portfolio Purchase Price plus the day next preceding Separate Senior Notes Purchase Price will be remitted to the Remarketing Date shall become due on the date which is 180 days following the Remarketing Date; (ii) beginning on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; and (iii) 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 Purchase Contract Agent for payment to the Holders of the Debentures on related Corporate Units. The Treasury Portfolio will be substituted for the Special Record DatePledged Applicable Ownership Interests in Senior Notes and the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) will be pledged to the Collateral Agent to secure the Obligations. With respect to Separate Senior Notes upon a Successful Remarketing, any proceeds of such Remarketing attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. (b) In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Upon Following the occurrence of an Optional Redemption Remarketing Eventa Successful Remarketing, the Company Holders of Corporate Units and the Collateral Agent shall cause a Remarketing of have such security interests, rights and obligations with respect to the Debentures and select a Remarketing Date; provided, however, that Applicable Ownership Interests in the following conditions precedent are satisfied: Treasury Portfolio (as specified in clause (i) as of the date on which definition of such term) as the Company elects to cause a Remarketing Holder of Corporate Units and the Collateral Agent had in respect of the Debentures Applicable Ownership Interests in Senior Notes, subject to the Pledge thereof as provided herein, and on any reference herein or in the Remarketing Date, no Event of Default or deferral of interest payments Certificates to Holders of the Debentures Applicable Ownership Interests in Senior Notes shall have occurred be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and be continuing; form (iibut not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests in the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements shall have been satisfied; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:Treasury Portfolio for Applicable Ownership Interests in Senior Notes.

Remarketing. (a) In connection with a Remarketing of the Preferred Securities: (i) in connection with a Remarketing of the Preferred Securities upon an 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; (ii) beginning on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; and (iii) 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 on the Special Record Date. (b) . In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Trust Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Trust Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holdersHolders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Trust Securities. Except as set forth herein, the following Remarketing provisions shall become effective only upon a distribution of the Debentures upon dissolution of the Trust which occurs prior to the Remarketing of the Preferred Securities. (c) Securities pursuant to the Declaration. Until such a distribution, or if such distribution occurs after the Remarketing of the Preferred Securities pursuant to the Declaration, the following Remarketing provisions shall have no effect. The proceeds from the Remarketing of the Debentures shall be paid to the selling holdersHolders; provided provided, however, that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Holders. Upon the occurrence of an Optional Redemption Remarketing Event, the Company shall cause a Remarketing of the Debentures and select a Remarketing Date; provided, however, that the following conditions precedent are satisfied: (i) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (ii) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements shall have been satisfied; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

Remarketing. (a) In connection with a Remarketing At any time that the Ledger Entry balance of either the Preferred SecuritiesNon-Private Business Sales Ledger or the Private Business Sales Ledger is greater than zero: (i) Buyer shall exercise or shall cause the Project Participant to exercise Commercially Reasonable Efforts to utilize the proceeds represented by the dollar balances of such Ledger Entries to purchase Product for resale in connection with a Remarketing Qualified Sales and shall promptly notify Seller following such purchase and sale. Additionally, Seller and Buyer acknowledge and agree that any purchases of Assigned PAYGO Products by the Preferred Securities upon an Optional Redemption Remarketing Event or a Legal Cause Remarketing Event, Project Participant shall be applied to the Accreted Value reduction 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;any such Ledger Entries. (ii) beginning on Seller shall exercise Commercially Reasonable Efforts to locate opportunities for Buyer to purchase Product to sell in Qualified Sales to remediate the Remarketing Date, proceeds represented by the rate of interest per annum on the Accreted Value dollar balances of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Ledger Entries. In this regard, if Seller locates a Remediation Remarketing of the Preferred Securities; andopportunity, then (iiiA) Seller shall notify Buyer of such opportunity; (B) Buyer shall, upon receipt of such notice, purchase Product from Seller at a price determined by Seller in a Commercially Reasonable manner based upon applicable market prices at the location where the remarketing opportunity sale will occur (the “Remediation Remarketing Purchase Price”); (C) Seller shall remarket such Product on Xxxxx’s behalf in a Qualified Sale; (D) Seller shall remit to Buyer the Remarketing Settlement Date, interest accrued and unpaid on the Debentures proceeds collected from and including the immediately preceding Interest Payment Date tosuch Qualified Sale, but excluding, in no event shall Seller remit less than the Minimum Remarketing Settlement Date shall be payable to Sales Price for the Holders of the Debentures on the Special Record Date. (b) In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Upon the occurrence of an Optional Redemption Remarketing Event, the Company shall cause a Remarketing of the Debentures and select a Remarketing Dateremarketing transaction; provided, however, that to the following conditions precedent are satisfied: (i) as of extent Seller does not receive the date on which Remediation Remarketing Purchase Price from Buyer prior to the Company elects Remediation Remarketing described herein, Seller shall credit the proceeds collected from such remarketing sale against the Remediation Remarketing Purchase Price owed to cause a Remarketing of the Debentures Seller, and on Seller shall be reimbursed from the Remarketing Date, no Event of Default or deferral of interest payments Reserve Fund to Holders of the Debentures shall have occurred and be continuing; (ii) as of the date on which the Company elects extent necessary to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements shall have been satisfiedmake Seller whole for such Qualified Sale; and (iiiE) Seller shall issue to Buyer a confirmation notice (including the dollar price and MWhs) of each purchase of Product by or on behalf of Buyer, and each sale of Product on Buyer’s behalf, under this Section 8(a)(ii), and amounts due from or to Buyer shall be separately stated on the Billing Statement for the Month in which such remarketing transactions occur. For the avoidance of doubt, Seller shall not sell, nor shall it be required to sell, Product to Buyer for a Remediation Remarketing Date, if such Product is to be remarketed by Seller on behalf of Buyer for less than the Legal Requirements shall have been satisfied. The settlement of the Minimum Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:Sales Price.

Remarketing. (a) In connection with Unless a Remarketing of the Preferred Securities: (i) in connection with a Remarketing of the Preferred Securities upon an Optional Tax Event Redemption Remarketing Event or a Legal Cause Remarketing Eventhas occurred, the Accreted Value Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to the Remarketing Agreement to sell the Senior Notes of Corporate Unit Holders (the Debentures as of the end of the day "Initial Remarketing") on the day next third Business Day (the "Initial Remarketing Date") immediately preceding February 15, 2005. In order to facilitate the remarketing, the Agent shall notify, by 11:00 a.m., New York City time, on the Business Day immediately preceding the Remarketing Date shall become due on the date which is 180 days following the Remarketing Date; (ii) beginning on the Initial Remarketing Date, the rate of interest per annum on Remarketing Agent and the Accreted Value Company of the Debentures shall become the Reset Rate on the Accreted Value aggregate principal amount of Senior Notes that constitute part of the Securities established in Corporate Units to be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for remarketing such Senior Notes to the Remarketing Agent. Upon receipt of the Preferred Securities; and (iii) on notice from the Remarketing Settlement Date, interest accrued Agent and unpaid on such Senior Notes from the Debentures from and including the immediately preceding Interest Payment Date to, but excludingCollateral Agent, the Remarketing Settlement Date shall Agent will, on the Initial Remarketing Date, use its reasonable efforts to remarket such Senior Notes on such date at a price of approximately 100.25% (but not less than 100%) of the Treasury Portfolio Purchase Price. If the Remarketing Agent is able to remarket the Senior Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be payable applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") an amount not exceeding 25 basis points (0.25%) of the Treasury Portfolio Purchase Price from any amount of such proceeds in excess of the Treasury Portfolio Purchase Price. Any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and the Remarketing Fee will be remitted to the Agent for prompt payment to the Holders of the Debentures related Corporate Units to be made on a pro rata basis. Corporate Unit Holders whose Senior Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Treasury Portfolio will be substituted for the Senior Notes of Corporate Unit Holders and the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio will be pledged to the Collateral Agent to secure the Corporate Unit Holders' obligation to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Special Record Purchase Contract Settlement Date. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles 2, 3, 4, 5 and 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Senior Notes as collateral. If, (i) in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Senior Notes (other than to the Company) of such Holders of Corporate Units at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price, or (ii) the remarketing has not occurred because a condition precedent to the remarketing has not been fulfilled, the remarketing will be deemed to have failed (a "Failed Initial Remarketing"). The Company will cause a notice of a Failed Initial Remarketing to be published on the second Business Day immediately preceding February 15, 2005 in an Authorized Newspaper. Holders of beneficial interests in the Corporate Units shall be hereby deemed to agree that the obligations of the Remarketing Agent under the Remarketing Agreement will be subject to satisfaction of conditions to be set forth in or incorporated by reference into any such agreement. (b) Unless a Tax Event Redemption or a Successful Initial Remarketing has occurred, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement to sell the Senior Notes of Corporate Unit Holders (the "Second Remarketing") on the third Business Day (the "Second Remarketing Date") immediately preceding March 15, 2005. In connection with a order to facilitate the remarketing, the Agent shall notify, by 11:00 a.m., New York City time, on the Business Day immediately preceding the Second Remarketing Date, the Remarketing Agent and the Company of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share aggregate principal amount of DebenturesSenior Notes that constitute part of the Corporate Units to be remarketed. In such eventConcurrently, the Administrative Trustees shall cause Debentures held by Collateral Agent, pursuant to the Property Trusteeterms of the Pledge Agreement, having an aggregate Accreted Value will present for remarketing such Senior Notes to the Remarketing Agent. Upon receipt of the notice from the Agent and such Senior Notes from the Collateral Agent, the Remarketing Agent will, on the Second Remarketing Date, use its reasonable efforts to remarket such Senior Notes on such date at a price of approximately 100.25% (but not less than 100%) of the Treasury Portfolio Purchase Price. If the Remarketing Agent is able to remarket the Senior Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (a "Successful Second Remarketing"), the portion of the proceeds from such Successful Second Remarketing equal to the aggregate Accreted Value Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct the Remarketing Fee not exceeding 25 basis points (0.25%) of the Preferred Securities purchased by Treasury Portfolio Purchase Price from any amount of such purchaser proceeds in excess of the Treasury Portfolio Purchase Price. Any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and the Remarketing Fee will be remitted to the Agent for a prompt payment to the Holders of the related Corporate Units to be made on a pro rata basis. Corporate Unit Holders whose Senior Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Treasury Portfolio will be substituted for the Senior Notes of Corporate Unit Holders and the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio will be pledged to the Collateral Agent to secure the Corporate Unit Holders' obligation to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of a Successful Second Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with accrued respect to the Treasury Portfolio as the Holder of Corporate Units and unpaid the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles 2, 3, 4, 5 and 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Senior Notes as collateral. If, (i) in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Senior Notes (other than to the Company) of such Holders of Corporate Units at a price equal to or greater than 100% of the accumulated and unpaid Distributions Treasury Portfolio Purchase Price, or (ii) the remarketing has not occurred because a condition precedent to the remarketing has not been fulfilled, the remarketing will be deemed to have failed (a "Failed Second Remarketing"). The Company will cause a notice of a Failed Second Remarketing to be published on the Preferred Securities purchased by such purchasersecond Business Day immediately preceding March 15, and having 2005 in an Authorized Newspaper. Holders of beneficial interests in the same record date for payment as Corporate Units shall be hereby deemed to agree that the Preferred Securities, obligations of the Remarketing Agent under the Remarketing Agreement will be subject to satisfaction of conditions to be distributed to set forth in or incorporated by reference into any such purchaser in exchange for such holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securitiesagreement. (c) The proceeds Unless a Tax Event Redemption, Successful Initial Remarketing or a Successful Second Remarketing has occurred, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement to sell the Senior Notes of Corporate Unit Holders (the "Third Remarketing") on the third Business Day (the "Third Remarketing Date") immediately preceding April 15, 2005. In order to facilitate the remarketing, the Agent shall notify, by 11:00 a.m., New York City time, on the Business Day immediately preceding the Third Remarketing Date, the Remarketing Agent and the Company of the aggregate principal amount of Senior Notes which constitute part of the Corporate Units to be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for remarketing such Senior Notes to the Remarketing Agent. Upon receipt of the notice from the Agent and such Senior Notes from the Collateral Agent, the Remarketing Agent will, on the Third Remarketing Date, use its reasonable efforts to remarket such Senior Notes on such date at a price of approximately 100.25% (but not less than 100%) of the Debentures shall be paid Treasury Portfolio Purchase Price. If the Remarketing Agent is able to remarket the selling holders; provided that upon an Optional Redemption Remarketing Event Senior Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price (as defined in a "Successful Third Remarketing"), the Declaration) or a Legal Cause Remarketing Event, portion of the proceeds from such Successful Third Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct the Remarketing Fee not exceeding 25 basis points (0.25%) of the Debentures that are held pursuant Treasury Portfolio Purchase Price from any amount of such proceeds in excess of the Treasury Portfolio Purchase Price. Any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and the Remarketing Fee will be remitted to the Agent for prompt payment to the Holders of the related Corporate Units to be made on a pro rata basis. Corporate Unit Agreement Holders whose Senior Notes are so remarketed will not otherwise be responsible for which the holders payment of any Remarketing Fee in connection therewith. The Treasury Portfolio will be substituted for the Senior Notes of Corporate Unit Holders and the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio will be pledged to the Collateral Agent to secure the Corporate Unit Holders' obligation to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of a Successful Third Remarketing, the Holders of Corporate Units and the Collateral Agent shall have elected such security interests, rights and obligations with respect to exercise their Warrants the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles 2, 3, 4, 5 and 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be paid directly deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Senior Notes as collateral. If, (i) in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Senior Notes (other than to the Warrant Agent Company) of such Holders of Corporate Units at a price equal to satisfy in full the Exercise Price or greater than 100% of the Warrants held by such holders with any excess proceeds being paid Treasury Portfolio Purchase Price, or (ii) the remarketing has not occurred because a condition precedent to the selling holdersremarketing has not been fulfilled, the remarketing will be deemed to have failed (a "Failed Third Remarketing"). The Company will cause a notice of a Failed Third Remarketing to be published on the second Business Day immediately preceding April 15, 2005 in an Authorized Newspaper. Holders of beneficial interests in the Corporate Units shall be hereby deemed to agree that the obligations of the Remarketing Agent under the Remarketing Agreement will be subject to satisfaction of conditions to be set forth in or incorporated by reference into any such agreement. (d) Upon Not later than seven calendar days nor more than 15 calendar days prior to the occurrence of an Optional Redemption Remarketing Event, the Company shall cause a Remarketing of the Debentures and select a Remarketing Date; provided, however, that the following conditions precedent are satisfied: (i) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (ii) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Initial Remarketing Date, the Warrant Requirements shall have been satisfied; and (iii) on the Second Remarketing Date, the Legal Requirements shall have been satisfied. The settlement Third Remarketing Date or the Final Remarketing Date, as applicable, the Company will request DTC or its nominee (or any successor Clearing Agency or its nominee) by first-class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Corporate Units or Treasury Units of such Initial Remarketing Date, the Second Remarketing shall occur Date, the Third Remarketing Date or the Final Remarketing Date, as applicable, and, in the case of a Final Remarketing, pursuant to Section 5.4, the procedures to be followed by Holders of Corporate Units who intend to settle their obligation under the Purchase Contract with separate cash on the Remarketing fourth Business Day immediately preceding the Purchase Contract Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:.

Remarketing. (a) In connection with a Remarketing of the Preferred Securities: (i) in connection with a Remarketing of the Preferred Securities upon an 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; (ii) beginning on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; and (iii) 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 on the Special Record Date. (b) . In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Trust Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Trust Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holders' Holders’ pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Trust Securities. Except as set forth herein, the following Remarketing provisions shall become effective only upon a distribution of the Debentures upon dissolution of the Trust which occurs prior to the Remarketing of the Preferred Securities. (c) Securities pursuant to the Declaration. Until such a distribution, or if such distribution occurs after the Remarketing of the Preferred Securities pursuant to the Declaration, the following Remarketing provisions shall have no effect. The proceeds from the Remarketing of the Debentures shall be paid to the selling holdersHolders; provided provided, however, that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Holders. Upon the occurrence of an Optional Redemption Remarketing Event, the Company shall cause a Remarketing of the Debentures and select a Remarketing Date; provided, however, that the following conditions precedent are satisfied: (i) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (ii) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements shall have been satisfied; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

Remarketing. (a) In connection with a Remarketing of the Preferred Securities: (i) in connection with a Remarketing of the Preferred Securities upon an Optional Redemption a 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 Securities as of the end of the day on the day next preceding the Remarketing Date shall be redeemed on the date which is 60 days following the Remarketing Date; (ii) beginning on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; , and, as a result, the Distribution rate per annum on the Accreted Value of the Securities shall become the Reset Rate established in the Remarketing of the Preferred Securities; (iii) 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 holders of the Debentures on the Special Record Date, and, as a result, Distributions accumulated and unpaid on the Securities from and including the immediately preceding Distribution Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Securities on the Special Record Date; (iv) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Sponsor 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 (v) on and after the Remarketing Date, the Warrants shall be exercisable at the Exercise Price. (b) The proceeds from the Remarketing of the Preferred Securities shall be paid to the selling Holders, provided that, upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Preferred Securities that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders. (c) In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holdersHolders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Upon the occurrence of an Optional Redemption a Trading Remarketing Event, the Company shall Sponsor [shall] cause a Remarketing of the Debentures Preferred Securities and select a Remarketing Date; provided, however, provided that the following conditions precedent are satisfied: (i) as of the date on of which the Company Sponsor elects to cause a Remarketing of the Debentures Preferred Securities, the Closing Price of a share of the Common Stock exceeds and has exceeded for at least 20 Trading Days within the immediately preceding 30 consecutive Trading Days, $_________ per share. (ii) as of the date of which the Sponsor elects to cause a Remarketing of the Preferred Securities and on the Remarketing Date, no Trust Enforcement Event of Default or deferral of interest payments Distributions to Holders of the Debentures Preferred Securities shall have occurred and be continuing; (iiiii) as of the date on of which the Company Sponsor elects to cause a Remarketing of the Debentures Preferred Securities and on the Remarketing Date, a registration statement covering the Warrant Requirements issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall have been satisfiedbe effective under the Securities Act, or the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be exempt from registration requirements under the Securities Act; and (iiiiv) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, provided that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing of the Preferred Securities cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

Remarketing. (a) In connection with a Remarketing of the Preferred Securities: (i) in connection with a Remarketing of the Preferred Securities upon an 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; (ii) beginning on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; and (iii) 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 on the Special Record Date. (b) In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holders' ’ pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Upon the occurrence of an Optional Redemption Remarketing Event, the Company shall cause a Remarketing of the Debentures and select a Remarketing Date; provided, however, that the following conditions precedent are satisfied: (i) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (ii) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements shall have been satisfied; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

Remarketing. (a) In connection with a Remarketing of the Preferred Securities: (i) upon Remarketing in connection with a Remarketing of the Preferred Securities upon an 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 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 93 days following the Remarketing Settlement Date; (ii) beginning on the Remarketing Settlement Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Preferred Securities established in that is determined pursuant to the Remarketing of the Preferred Securities; , and, as a result, the Distribution rate per annum on the Accreted Value of the Securities shall become the Reset Rate that is determined pursuant to the Remarketing of the Preferred Securities; (iii) 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 holders of the Debentures on the Special Record Date, and, as a result, Distributions accumulated and unpaid on the Securities from and including the immediately preceding Distribution Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Securities on the Special Record Date; (iv) the Depositor may only cause a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event if it redeems the Warrants on a Redemption Date or, if there is no Redemption, on the Stated Maturity, and if a Redemption occurs or the Warrants expire, then the Depositor shall be required to cause a Remarketing as set forth below; (v) upon a Remarketing in connection with a Trading Remarketing Event or a Legal Cause Remarketing Event, the Depositor shall be obligated to redeem the Warrants on the Remarketing Settlement Date at a redemption price per Warrant equal to the Warrant Redemption Amount as of the end of the day next preceding the Remarketing Settlement Date; and (vi) on and after the Remarketing Date, the Warrants shall be exercisable at the Exercise Price in lieu of Redemption. (b) The proceeds from the Remarketing of the Preferred Securities shall be paid to the selling Holders, provided that, upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Preferred Securities that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent on behalf of the holders to satisfy in full the Exercise Price of the Warrants held by such holders. (c) In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser Holder may exchange its Preferred Securities for its pro rata share of Debentures, subject to applicable law. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Securities purchased by such purchaser Holder and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred SecuritiesHolder, to be distributed to such purchaser Holder in exchange for such holdersHolders' pro rata interest in the TrustPreferred Securities. In such event, the Debentures held owned by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Upon the occurrence of an Optional Redemption a Trading Remarketing Event, the Company shall Depositor may elect to cause a Remarketing of the Debentures Preferred Securities and select a Remarketing Date; provided, however, provided that the following conditions precedent are satisfied: (i) as of the date on of which the Company Depositor elects to cause a Remarketing of the Debentures Preferred Securities and on the Remarketing Settlement Date, no Trust Enforcement Event of Default or deferral of interest payments Distributions to Holders of the Debentures Preferred Securities shall have occurred and be continuing; (ii) as of the date on of which the Company Depositor elects to cause a Remarketing of the Debentures Preferred Securities and on the Remarketing Settlement Date, a registration statement covering the Warrant Requirements issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall have been satisfiedbe effective under the Securities Act or the issuance and sale (and resale) of Common Stock to the holders of Warrants upon exercise of such Warrants shall be exempt from registration requirements under the Securities Act; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, provided that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Redemption Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing of the Preferred Securities cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

Remarketing. (a) In connection with a Remarketing of the Preferred Securities: (i) in connection with a Remarketing of the Preferred Securities upon an 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; (ii) beginning on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; and (iii) 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 on the Special Record Date. (b) In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Upon the occurrence of an Optional Redemption Remarketing Event, the Company shall may elect to cause a Remarketing of the Debentures and select a Remarketing Date; provided, however, provided that the following conditions precedent are satisfied: (i) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (ii) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements shall have been satisfied; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, provided that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

Remarketing. Unless a Tax Event Redemption has occurred, pursuant to a remarketing agreement (athe "Remarketing Agreement") In connection with dated as of , 1998, among the Company, the Trust, the Purchase Contract Agent and a nationally recognized investment banking firm chosen by the Company (the "Remarketing Agent"), and subject to the terms of a Remarketing of the Preferred Securities: (i) in connection with a Remarketing of the Preferred Securities upon an Optional Redemption Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures Underwriting Agreement to be dated as of the end of the day on the day next third Business Day immediately preceding the Purchase Contract Settlement Date among such parties (the "Remarketing Date shall become due on the date which is 180 days following the Remarketing Date; (ii) beginning on the Remarketing DateUnderwriting Agreement"), the rate Trust Preferred Securities of interest per annum such Income PRIDES holders who have failed to notify the Purchase Contract Agent, on or prior to the Accreted Value of fifth Business Day immediately preceding the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; and (iii) on the Remarketing Purchase Contract Settlement Date, interest of their intention to settle the related Purchase Contracts with separate cash, will be remarketed on the third Business Day immediately preceding the Purchase Contract Settlement Date. The Remarketing Agent will use its reasonable efforts to remarket such Trust Preferred Securities (bearing the Reset Rate) on such date for settlement on the Purchase Contract Settlement Date at a price of approximately 100.5% of the aggregate stated liquidation amount of such Trust Preferred Security, plus accrued and unpaid on the Debentures from and distributions (including the immediately preceding Interest Payment Date toany deferred distributions), but excludingif any, the Remarketing Settlement Date shall be payable to the Holders thereon. The portion of the Debentures on the Special Record Date. (b) In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In proceeds from such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value remarketing equal to the aggregate Accreted Value stated liquidation amount of the such Trust Preferred Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to will be distributed to such purchaser in exchange for such holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent automatically applied to satisfy in full such Income PRIDES holders' obligations to purchase Common Stock under the Exercise Price related Purchase Contracts. In addition, after deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the Warrants held by aggregate stated liquidation amount of the remarketed securities from any amount of such proceeds in excess of the aggregate stated liquidation amount of the remarketed Trust Preferred Securities plus any accrued and unpaid distributions (including any deferred distributions), the Remarketing Agent will remit the remaining portion of the proceeds, if any, for the benefit of such holder. Income PRIDES holders, whose Trust Preferred Securities are so remarketed will not otherwise be responsible for any Remarketing Fee in connection therewith. If, despite using its reasonable efforts, the Remarketing Agent cannot remarket the related Trust Preferred Securities of such holders with any excess proceeds being paid to of Income PRIDES at a price not less than 100% of the selling holders. (d) Upon the occurrence aggregate stated liquidation amount of an Optional Redemption Remarketing Eventsuch Trust Preferred Securities plus accrued and unpaid distributions, including deferred distributions, if any, resulting in a Failed Remarketing, the Company shall will exercise its rights as a secured party to dispose of the Trust Preferred Securities in accordance with applicable law and to satisfy in full, from the proceeds of such disposition, such holder's obligation to purchase Common Stock under the related Purchase Contracts, provided, that if the Company exercises such rights as a secured party with respect to such Trust Preferred Securities, any accrued and unpaid distributions (including any deferred distributions) on such Trust Preferred Securities will be paid in cash by the Company to the holder of record of such Trust Preferred Securities. The Company will cause a notice of such Failed Remarketing of the Debentures and select a Remarketing Date; provided, however, that the following conditions precedent are satisfied: (i) as of the date on which the Company elects to cause a Remarketing of the Debentures and be published on the Remarketing second Business Day immediately preceding the Purchase Contract Settlement Date. It is currently anticipated that Xxxxxxx Lynch, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and Pierce, Xxxxxx & Xxxxx Incorporated will be continuing; (ii) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing DateAgent. Purchase Contract Settlement Date 16, the Warrant Requirements shall have been satisfied; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:2001.

Remarketing. (a) In connection with a Remarketing of the Preferred Securities: (i) in connection with a The Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement for Remarketing the Senior Notes. On or prior to the close of business on the Business Day immediately preceding the Initial Remarketing Date, the Purchase Contract Agent shall notify the Remarketing Agent of the Preferred Securities upon an Optional Redemption aggregate principal amount of Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, and the Custodial Agent shall notify the Remarketing Event or a Legal Cause Remarketing EventAgent of the aggregate principal amount of Separate Senior Notes (if any) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Accreted Value Custodial Agent will deliver for remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notice from the Purchase Contract Agent and Custodial Agent, and the Separate Senior Notes for remarketing from the Custodial Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable efforts to remarket (based on the Reset Rate and modified maturity date and redemption provisions, if any, each determined in accordance with the Remarketing Agreement) (the “Initial Remarketing”) such Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes and Separate Senior Notes on such date at a price of approximately 100% of the Debentures as sum of the end of Treasury Portfolio Purchase Price and the day on the day next preceding the Remarketing Date shall become due on the date which is 180 days following the Remarketing Date;Separate Senior Notes Purchase Price. (ii) beginning On or prior to the close of business on the second Business Day immediately preceding the Initial Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement by delivering their Separate Senior Notes, along with a notice of such election, substantially in the form of Exhibit F to the Pledge Agreement, to the Custodial Agent. The Custodial Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Applicable Ownership Interests in Senior Notes shall be held. Holders of Separate Senior Notes electing to have their Separate Senior Notes remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, substantially in the form of Exhibit G to the Pledge Agreement, on or prior to the close of business on the second Business Day immediately preceding the Initial Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, the election to have such Separate Senior Notes remarketed in such Remarketing shall become irrevocable. By the close of business on the Business Day immediately preceding the Initial Remarketing Date, the rate of interest per annum on Custodial Agent shall notify the Accreted Value Remarketing Agent of the Debentures shall become the Reset Rate on the Accreted Value aggregate principal amount of the Securities established in the Remarketing of the Preferred Securities; andSeparate Senior Notes to be remarketed. (iii) If the Remarketing Agent is able to remarket the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes and Separate Senior Notes (if any) at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price (a “Successful Remarketing”), the Collateral Agent shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to transfer the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account, and the portion of the proceeds from such Successful Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Treasury Portfolio will be substituted for the Pledged Applicable Ownership Interests in Senior Notes and the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the shares of Common Stock (or, in the circumstances described in Section 5.08, shares of Series A Preferred Stock) under the related Purchase Contracts on the Purchase Contract Settlement Date. With respect to Separate Senior Notes upon a Successful Remarketing, any proceeds of the Remarketing attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. With respect to Pledged Applicable Ownership Interests in Senior Notes, any proceeds of the Successful Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. (iv) If the Initial Remarketing is not a Successful Remarketing, it shall be deemed a “Failed Remarketing,” and so long as no Successful Remarketing has occurred, the Remarketing Agent shall, on each of the four succeeding Business Days until a Successful Remarketing occurs, attempt to remarket the Senior Notes for settlement on the Remarketing Settlement Date, interest accrued and unpaid on . If a Successful Remarketing has not occurred by the Debentures from and including the immediately preceding Interest Payment Date to, but excludingFinal Remarketing Date, the Remarketing Settlement Date shall be payable Agent will promptly return Separate Senior Notes to the Custodial Agent, in accordance with the Pledge Agreement, for delivery to the appropriate Holders. (v) Following the occurrence of a Successful Remarketing, the Holders of Corporate Units and the Debentures Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Applicable Ownership Interests in Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Applicable Ownership Interests in Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Special Record DateApplicable Ownership Interests in Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests in the Treasury Portfolio for Applicable Ownership Interests in Senior Notes. (bvi) In connection with a Remarketing None of the Preferred Securities and at Purchase Contract Agent, any time thereafter, a purchaser may exchange its Preferred Securities Holders of Corporate Units or Holders of Senior Notes underlying Applicable Ownership Interests in Senior Notes or Separate Senior Notes whose Senior Notes are so remarketed will be responsible for its pro rata share the payment of Debenturesany Remarketing Fee in connection therewith. In such event, The Company shall be solely responsible for the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value payment of the Preferred Securities purchased by such purchaser and Remarketing Fee in accordance with accrued and unpaid interest equal to the accumulated and unpaid Distributions on terms of the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred SecuritiesRemarketing Agreement. (cvii) The proceeds from Not later than seven calendar days nor more than fifteen calendar days prior to the Initial Remarketing Date, the Company shall request the Depositary or its nominee to notify the Beneficial Owners or Depositary Participants holding Units or Separate Senior Notes of the procedures to be followed in such Remarketing, including the procedures that must be followed if a Holder wishes to exercise its Put Right in the case where a Successful Remarketing does not occur during the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holdersPeriod. (dviii) Upon The Company agrees to use its commercially reasonable efforts to ensure that, if required by applicable law, a registration statement with regard to the occurrence full amount of an Optional Redemption the Senior Notes to be remarketed in the Initial Remarketing Eventshall be effective and a related Prospectus shall be available with the Securities and Exchange Commission in a form that will enable the Remarketing Agent to rely on it in connection with such Remarketing. (ix) If a Successful Remarketing has not occurred by the Final Remarketing Date, the Company shall cause a notice of a Failed Remarketing to be published (with a copy of such notice to be provided to the Debentures and select a Remarketing Date; provided, however, that the following conditions precedent are satisfied: (i) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (ii) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements shall have been satisfied; and (iiiPurchase Contract Agent) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on Business Day immediately following the Remarketing Settlement Date; provided, howeverin a daily newspaper in the English language of general circulation in the City of New York, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall which is expected to be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:The Wall Street Journal.

Remarketing. (a) In connection with a The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding any proposed Reset Date, without any instruction from any Holder of Income PRIDES, present the related Pledged Debt Securities to the Remarketing Agent for remarketing pursuant to the Remarketing Agreement. Upon receiving such Pledged Debt Securities, the Remarketing Agent will remarket such Debt Securities pursuant to the terms of the Preferred Securities: Remarketing Agreement. If such remarketing is successful, after deducting the Remarketing Fee from any amount of Proceeds therefrom in excess of the sum of (i) in connection with a Remarketing of the Preferred Securities upon an Optional Redemption Remarketing Event or a Legal Cause Remarketing EventTreasury Portfolio Purchase Price, 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; plus (ii) beginning on the Remarketing Date, the rate amount of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; and (iii) on the Remarketing Settlement Date, interest accrued and unpaid interest, if any, on the Debentures from and including the immediately preceding Interest Payment Date to, but excludingPledged Debt Securities, the Remarketing Settlement Date shall be payable Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time, on the Reset Date. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Remarketing Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Remarketing Treasury Portfolio and remit the remaining portion of such Proceeds, if any, to the Purchase Contract Agent for payment to the Holders of Income PRIDES. The Collateral Agent shall Transfer the Debentures Remarketing Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Income PRIDES to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Income PRIDES, in substitution for the Pledged Debt Securities. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Remarketing Treasury Portfolio as it had in respect of the Pledged Debt Securities as provided in Articles II, III, IV, V and VI hereof, and any reference herein to the Pledged Debt Securities shall be deemed to be a reference to such Remarketing Treasury Portfolio, and any reference herein to interest on the Special Record Date. (b) In connection with a Remarketing of the Preferred Debt Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, be deemed to be distributed a reference to such purchaser in exchange for such holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; provided that upon an Optional Redemption Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Upon the occurrence of an Optional Redemption Remarketing Event, the Company shall cause a Remarketing of the Debentures and select a Remarketing Date; provided, however, that the following conditions precedent are satisfied: (i) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (ii) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements shall have been satisfied; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or distributions on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:Treasury Portfolio.

Remarketing. (a) In connection with a Remarketing of the Preferred Securities: (i) in connection with a Remarketing of the Preferred Securities upon an Optional Redemption a 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; (ii) beginning on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; and (iii) 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 on the Special Record Date. (b) In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Trust Securities for its pro rata share of Debentures. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Trust Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Trust Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holdersHolders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Trust Securities. (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling holders; Holders, provided that that, upon an Optional Redemption a Trading Remarketing Event (as defined in the Declaration) or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holders. (d) Upon the occurrence of an Optional Redemption a Trading Remarketing Event, the Company shall may elect to cause a Remarketing of the Debentures and select a Remarketing Date; provided, however, provided that the following conditions precedent are satisfied: (i) as of the date on of which the Company elects to cause a Remarketing of the Debentures, the Closing Price of a share of the Common Stock exceeds and has exceeded for at least 20 Trading Days within the immediately preceding 30 consecutive Trading Days, $_____ per share; (ii) as of the date of which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing; (iiiii) as of the date on of which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, a registration statement covering the Warrant Requirements issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall have been satisfiedbe effective under the Securities Act, or the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be exempt from the registration requirements of the Securities Act; and (iiiiv) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, provided that the following conditions precedent are satisfied on the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfied; and (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummatedconsummated pursuant to the Warrant Agreement. If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

Remarketing. (a) In connection with The District appoints the Remarketing Agent as its exclusive agent to perform the duties under the Trust Agreement for the remarketing of Bonds tendered or deemed tendered for purchase and, in reliance on the representations contained herein and subject to the terms hereof, the Remarketing Agent agrees to use its best efforts to solicit offers to purchase, at the best available price at a Remarketing rate of interest up to the Preferred Securities: Maximum Rate without regarding to the Bank Bond Rate, the Bonds which have been: (i) in connection with a Remarketing of required to be tendered by the Preferred Securities upon an Optional Redemption Remarketing Event holders thereof pursuant to the Trust Agreement; 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; (ii) beginning on tendered at the option of the holders thereof pursuant to the Trust Agreement. It is understood that in undertaking to perform its duties under this Remarketing Agreement, it is the intention of the parties that the Remarketing Date, the rate Agent will act solely as an agent and not as a principal except as expressly provided in Section 5(b) of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the this Remarketing of the Preferred Securities; and (iii) 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 on the Special Record DateAgreement. (b) In connection The Remarketing Agent shall not be required to solicit any purchase of Bonds or perform any other action required to be performed under this Remarketing Agreement if: (i) it reasonably believes it has not received information from the District necessary to allow the Remarketing Agent to comply with a Remarketing the rules of the Preferred Municipal Securities Rulemaking Board or the Securities and at Exchange Commission promulgated under the Securities Exchange Act of 1934 relating to disclosure or other similar requirements; (ii) there occurs any time thereaftermaterial noncompliance by the District of any obligation on its part to be performed under the Indenture or this Remarketing Agreement; or (iii) (A) a Liquidity Facility is required pursuant to Section 2.17 of the Trust Agreement and there is no Liquidity Facility in effect; and (B) there shall have occurred and been continuing an Event of Default of which an authorized officer in the principal office of the Remarketing Agent or an authorized officer in the principal corporate trust office of the Trustee has actual knowledge, a purchaser may exchange its Preferred Securities for its pro rata share unless remarketing of Debenturesthe Bonds is consented to in writing by the District, the Trustee, the Remarketing Agent and the Liquidity Provider. In such eventaddition, the Administrative Trustees Remarketing Agent shall cause Debentures held by be under no obligation to remarket the Property Trustee, having an aggregate Accreted Value equal Bonds after the Liquidity Provider has given written notice to the aggregate Accreted Value District of an “event of default” under the Preferred Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, and having the same record date for payment as the Preferred Securities, to be distributed to such purchaser in exchange for such holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred SecuritiesLiquidity Facility. (c) The proceeds from In the event of: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, if in the reasonable opinion of the Remarketing Agent, it is impracticable to proceed with the remarketing of the Debentures shall be paid Bonds; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or State of New York authorities, if in the reasonable opinion of the Remarketing Agent, it is impracticable to proceed with the remarketing of the Bonds; (iii) the engagement by the United States in or escalation of hostilities or the declaration of a national emergency or war occurs, if in the reasonable opinion of the Remarketing Agent, it is impracticable to proceed with the remarketing of the Bonds; (iv) legislation being favorably reported by a committee of the House of Representatives or the Senate of the Congress of the United States or being introduced by committee, by amendment or otherwise, in, or being enacted by, the House of Representatives or the Senate, or being recommended by committee to the selling holders; provided that upon an Optional Redemption Remarketing Event (Congress of the United States for signature by the President of the United States, or a decision by a court established under Article III of the Constitution of the United States being rendered or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service being made or proposed having the purpose or effect of imposing federal income taxation, or any other event occurring which results in interest on the Bonds being includable in gross income for federal tax purposes, which, as defined to all of the above, in the DeclarationRemarketing Agent’s judgment makes it impracticable or inadvisable to proceed with solicitation of offers to purchase the Bonds; (v) legislation being introduced by committee, by amendment or otherwise, in, or being enacted by, the House of Representatives or the Senate of the Congress of the United States, or a Legal Cause Remarketing Eventdecision by a court of the United States being rendered, or a “stop order,” ruling, regulation or official statement by, or on behalf of, the proceeds from United States Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter being made or proposed, to the effect that the offering or sale of obligations of the general character of the Bonds, as contemplated hereby, is or would be in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the offering or sale of obligations of the general character of the Bonds, as contemplated hereby; (vi) except as provided in clauses (iv) and (v) hereof, any legislation, resolution, ordinance, rule or regulation introduced in, or being enacted by any Federal governmental body, department or agency of the United States or the State of New York or the State of California, or a decision by any court of competent jurisdiction within the United States or the State of New York or the State of California being rendered which, in the Remarketing Agent’s reasonable opinion, materially adversely affects the marketability of the Debentures that are held pursuant Bonds; (vii) any governmental authority imposing, as to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price Bonds, or obligations of the Warrants held by such holders general character of the Bonds, any material restrictions not now in force, or increasing materially those now in force, which in the Remarketing Agent’s judgment makes it impracticable or inadvisable to proceed with any excess proceeds being paid to the selling holders. remarketing of the Bonds; (dviii) Upon the occurrence of an Optional Redemption Remarketing Event, the Company shall cause a Remarketing any of the Debentures events contemplated by Section 2(b)(iii) of this Remarketing Agreement which in the reasonable judgment of the Remarketing Agent make it impracticable to remarket the Bonds; (ix) a reduction by any rating agency of the short-term ratings on the Bonds below X-0, X-0 or P-1 or similar designations, as applicable, or a reduction by any rating agency of the long-term ratings on the Bonds below BBB- or Baa3, as applicable, or a withdrawal or suspension of the long- term ratings on the Bonds for credit-related reasons; (x) any of the representations and select a Remarketing Date; provided, however, that warranties of the following conditions precedent are satisfied: (i) District made hereunder shall not have been true and correct in any material respect as of the date on which they were made; (xi) the Company elects District shall fail to cause a Remarketing observe in any material respect any of the Debentures its covenants or agreements made in Section 2 or Section 8 and on such failure shall not be cured within 20 days of notice thereof by the Remarketing Date, no Event Agent to the District and the Liquidity Provider; (xii) an “event of Default or deferral of interest payments to Holders of the Debentures default” shall have occurred and be continuingcontinuing under the Trust Agreement; (xiii) the District shall fail to pay, or cause to be paid, when due, or shall declare a moratorium on the payment of, or shall repudiate its obligations under, any Bonds; or (xiv) a court of competent jurisdiction shall have entered a final, nonappealable order or judgment that any Bonds are illegal or unenforceable; (ii) as of the date on which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, the Warrant Requirements shall have been satisfied; and (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied. The settlement of the Remarketing shall occur on the Remarketing Settlement Date; provided, however, that the following conditions precedent are satisfied on the Remarketing Settlement Date: (Axv) the Warrant Requirements District shall be satisfied; and (B) pursuant fail to comply in any material respect with its obligations under the Continuing Disclosure Certificate relating to the Warrant AgreementBonds executed by the District dated April 12, a redemption of 2017 (the Warrants of those holders who have not elected “CDC”); and so long as such situation continues to exercise their Warrants prior to or on such date shall have been consummated. If any of the foregoing conditions precedent are not satisfiedexist, the Remarketing cannot occur and Agent shall have the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:right to suspend its efforts to solicit offers to purchase the Bonds.