Common use of Failed Remarketing Clause in Contracts

Failed Remarketing. Notes not successfully remarketed will be subject to Special Mandatory Purchase by the Company (a "Special Mandatory Purchase"). The obligation of the Company to effect a Special Mandatory Purchase of the Notes (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the Company by telephone or facsimile, confirmed in writing, of the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent, if any, were unable to remarket on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider to purchase such unremarketed Notes at a price equal to the outstanding principal amount thereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Company hereby agrees to purchase such unremarketed Notes. In each case the Company will pay all accrued and unpaid interest, if any, on unremarketed Notes to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes by the Company or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, shall be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date.

Failed Remarketing. Notes not successfully remarketed will be subject to Special Mandatory Purchase by the Company as set forth in Section 210 hereof. Section 210. Purchase and Redemption of Notes (a) Special Mandatory Purchase. Subject to certain exceptions, if on any Interest Rate Adjustment Date for any Notes, the applicable Remarketing Agent and the applicable Standby Remarketing Agent(s) have not remarketed all such Notes, the Notes that have not been remarketed are subject to Special Mandatory Purchase (a "Special Mandatory Purchase")) by the Company. The obligation of the Company is obligated to effect a Special Mandatory Purchase of the Notes (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the Company by telephone or facsimile, confirmed in writing, of the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent, if any, were unable to remarket on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider to purchase such unremarketed Notes at a price equal to the outstanding principal amount thereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Company hereby agrees to purchase such unremarketed Notes. In each case the Company will pay all accrued and unpaid interest, if any, on unremarketed Notes to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes by the Company or the Liquidity Provider, as the case may beCompany, and payment of accrued and unpaid interest, if any, by the Company, shall will be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of DTCthe Depositary's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Failure by the Company to purchase Notes pursuant to a Special Mandatory Purchase will constitute an Event of Default under the Indenture as set forth in Section 401 hereof in which event the date of such failure shall constitute a date of Maturity for such Notes and the principal thereof may be declared due and payable in the manner and with the effect provided in the Indenture. Following such failure to pay pursuant to a Special Mandatory Purchase, such Notes will bear interest at the Special Interest Rate as provided for in Section 205 hereof. (b) Optional Redemption on any Interest Rate Adjustment Date. Each Note will be subject to redemption at the option of the Company in whole or in part on any Interest Rate Adjustment Date relating thereto without notice to the holders thereof at a redemption price equal to 100% of the principal amount thereof.

Failed Remarketing. Notes (a) With respect to each Reset Date for which the holder of the related Call Option does not successfully remarketed deliver the related Call Option Notice, a Failed Remarketing will be subject to Special Mandatory Purchase declared by the Company (a "Special Mandatory Purchase"). The obligation Remarketing Agents and the provisions of this Section 6 will apply if any of the Company conditions set forth in the definition of "Failed Remarketing" are applicable. In order to effect prevent the declaration of a Special Mandatory Purchase Failed Remarketing, the Remarketing Agents will have the option, but not the obligation, to purchase any Reset Rate Notes tendered that they are not otherwise able to remarket or with respect to which a committed purchaser defaults on their purchase obligations. (b) At any time a Failed Remarketing is declared: (i) all related Reset Rate Notes will be retained by the related Reset Rate Noteholders on the related Reset Date, regardless of any deemed mandatory or voluntary tenders made to the Remarketing Agents, (ii) the Failed Remarketing Rate for such class of Reset Rate Notes will apply for the related Reset Period and (iii) a Reset Period of three months will be established. In addition, if a class of Reset Rate Notes are in Foreign Exchange Mode at the time a Failed Remarketing is declared, the provisions of Sections 10(a)(i) and (ii) shall also apply. (c) If there is a Failed Remarketing of a class of Reset Rate Notes, the related Reset Rate Noteholders shall not be entitled to exercise any remedies as a result of the Notes (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest failure of their class of Reset Rate Adjustment Date, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the Company by telephone or facsimile, confirmed in writing, of the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent, if any, were unable to remarket on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider to purchase such unremarketed Notes at a price equal to the outstanding principal amount thereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Company hereby agrees to purchase such unremarketed Notes. In each case the Company will pay all accrued and unpaid interest, if any, on unremarketed Notes to such Interest Rate Adjustment Date. Payment of be remarketed on the principal amount of unremarketed Notes by the Company or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, shall be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment related Reset Date.

Failed Remarketing. Notes (a) With respect to each Reset Date for which the holder of the related Call Option does not successfully remarketed deliver the related Call Option Notice, a Failed Remarketing will be subject to Special Mandatory Purchase declared by the Company (a "Special Mandatory Purchase"). The obligation Remarketing Agents and the provisions of this Section 6 will apply if any of the Company conditions set forth in the definition of “Failed Remarketing” are applicable. In order to effect prevent the declaration of a Special Mandatory Purchase Failed Remarketing, the Remarketing Agents will have the option, but not the obligation, to purchase any Reset Rate Notes tendered that they are not otherwise able to remarket or with respect to which a committed purchaser defaults on their purchase obligations. (b) At any time a Failed Remarketing is declared: (i) all related Reset Rate Notes will be retained by the related Reset Rate Noteholders on the related Reset Date, regardless of any deemed mandatory or voluntary tenders made to the Remarketing Agents, (ii) the Failed Remarketing Rate for such class of Reset Rate Notes will apply for the related Reset Period and (iii) a Reset Period of three months will be established. In addition, if a class of Reset Rate Notes are in Foreign Exchange Mode at the time a Failed Remarketing is declared, the provisions of Sections 10(a)(i) and (ii) shall also apply. (c) If there is a Failed Remarketing of a class of Reset Rate Notes, the related Reset Rate Noteholders shall not be entitled to exercise any remedies as a result of the Notes (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest failure of their class of Reset Rate Adjustment Date, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the Company by telephone or facsimile, confirmed in writing, of the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent, if any, were unable to remarket on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider to purchase such unremarketed Notes at a price equal to the outstanding principal amount thereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Company hereby agrees to purchase such unremarketed Notes. In each case the Company will pay all accrued and unpaid interest, if any, on unremarketed Notes to such Interest Rate Adjustment Date. Payment of be remarketed on the principal amount of unremarketed Notes by the Company or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, shall be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment related Reset Date.

Failed Remarketing. Notes not successfully remarketed will be subject to Special Mandatory Purchase If (i)(A) by the Company 4:00 p.m. (a "Special Mandatory Purchase"). The obligation of the Company to effect a Special Mandatory Purchase of the Notes (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, ) on any Interest Rate Adjustment the ninth Business Day preceding the Purchase Contract Settlement Date, the applicable Remarketing Agent will notify the Liquidity ProviderAgents, if anydespite using their commercially reasonable efforts, the Trustee have been and the Company by telephone or facsimile, confirmed in writing, of the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent, if any, were are unable to remarket on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit all of the Company Senior Notes to the Liquidity Provider to purchase such unremarketed Notes be remarketed at a price equal to the outstanding principal amount thereof pursuant Remarketing Value, and (B) by 4:00 p.m. (New York City time), on the last day in the Final Remarketing Period, the Remarketing Agents, despite using their commercially reasonable efforts, have been and are unable to remarket all of the Senior Notes to be remarketed at a price equal to the Contract Settlement Value, or (ii) the Remarketing Agents have determined that the Remarketing may not be commenced or consummated as contemplated herein and by the Remarketing Procedures under applicable law, a failed Remarketing (a "FAILED REMARKETING") shall be deemed to have occurred. If a Failed Remarketing occurs, the Remarketing Agents and the Company, as applicable, shall take the following actions: (i) the Remarketing Agents shall notify by telephone the Company, the Depositary, Purchase Contract Agent, the Collateral Agent and the Trustee, that a Failed Remarketing has occurred; (ii) the Company shall cause a notice of the Failed Remarketing to be sent to the holders of all Senior Notes and to be published, in an Authorized Newspaper, in each case, no later than the Business Day preceding the Purchase Contract Settlement Date; (iii) the Remarketing Agents shall determine the interest rate that will be equal to the Two Year Benchmark Rate plus the Applicable Spread, such interest rate to be the interest rate on the Senior Notes effective as of the Purchase Contract Settlement Date; and (iv) the Remarketing Agents shall remit the Pledged Senior Notes that were to be remarketed to the Purchase Contract Agent and the Separated Senior Notes that were to be remarketed to the Collateral Agent; it being understood that if a Failed Remarketing shall have occurred, there shall be no modifications to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under Senior Notes except the Standby Note Purchase Agreement, the Company hereby agrees to purchase such unremarketed Notes. In each case the Company will pay all accrued and unpaid interest, if any, on unremarketed Notes to such Interest Rate Adjustment Date. Payment reset of the principal amount of unremarketed Notes by the Company or the Liquidity Provider, interest rate as the case may be, and payment of accrued and unpaid interest, if any, by the Company, shall be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Dateset forth above.

Failed Remarketing. Notes If this Note is not successfully remarketed will remarketed, this Note shall be subject to Special Mandatory Purchase by the Company (a "Special Mandatory Purchase"). The obligation of the Company to effect a Special Mandatory Purchase of the Notes (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment DateDate for this Note, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the Company by telephone or facsimile, confirmed in writing, if it, or the Standby Remarketing Agent or Agents were unable to remarket all or a portion of the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent, if any, were unable to remarket this Note on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider Provider, if any, to purchase such unremarketed Notes this Note at a price equal to the outstanding principal amount thereof hereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Company hereby agrees to purchase such unremarketed Notesthis Note. In each case case, the Company will pay all accrued and unpaid interest, if any, on unremarketed Notes this Note to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes this Note by the Company or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, shall be made by deposit of same-day funds with in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners beneficial owners of Notes this Note subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such the related Interest Rate Adjustment Date. TRANSFER OR EXCHANGE As provided in the Indenture and subject to certain limitations set forth therein and herein, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and premium, if any, and any interest on this Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto, the Company and the Security Registrar or any transfer agent duly executed, by the registered owner hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Notes are issuable only in fully registered form in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations set forth therein and herein, this Note is exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of any authorized denomination, as requested by the registered owner surrendering the same. No service charge shall be made for any registration of transfer or exchange of this Note, but, subject to certain limitations set forth in the Indenture, the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to the terms of the Indenture, prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

Failed Remarketing. Notes not successfully remarketed will be subject to Special Mandatory Purchase If, by the Company (a "Special Mandatory Purchase"). The obligation of the Company to effect a Special Mandatory Purchase of the Notes (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon4:00 p.m., New York City time, on any Interest Rate Adjustment Remarketing Date, the applicable Remarketing Agent will notify is unable to remarket all of the Liquidity ProviderRemarketed Senior Notes at the Remarketing Price pursuant to the terms and conditions hereof and of the Remarketing Agreement, a Failed Optional Remarketing or Failed Final Remarketing, if anyoccurring during the Final Remarketing Period, shall be deemed to have occurred.Put Right. Subject to paragraph (b) hereof, if there has not been a Successful Remarketing prior to the Trustee and end of the Final Remarketing Period, holders of Senior Notes will, subject to this Section 10.05, have the right (the "Put Right") to require the Company by telephone or facsimileto purchase such Senior Notes on the Purchase Contract Settlement Date, confirmed in writing, of at a price per Senior Note to be purchased equal to the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing AgentSenior Note, if any, were unable to remarket on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider to purchase such unremarketed Notes at a price equal to the outstanding principal amount thereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Company hereby agrees to purchase such unremarketed Notes. In each case the Company will pay all plus accrued and unpaid interestinterest to, if anybut excluding, on unremarketed the Purchase Contract Settlement Date (the "Put Price"). The Put Right of holders of Applicable Ownership Interests in Senior Notes that are part of Corporate Units will be deemed to be automatically exercised unless such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes by the Company or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, shall be made by deposit of same-day funds with the Trustee holders (or such other account meeting the requirements of DTC's procedures as in effect from time 1) prior to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 5:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the terms and conditions of Section 5.02(c)(iii) of the Purchase Contract and Pledge Agreement with respect to such Interest Rate Adjustment settlement, and such holders shall be deemed to have elected to apply a portion of the proceeds of the Put Right of the Senior Notes underlying such Applicable Ownership Interests in Senior Notes equal to the Purchase Price against such holders' obligations to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the Purchase Contracts in full satisfaction of such holders' obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contracts will be paid to such holders. The Put Right of a holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the Trustee by such holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the holders of such Separate Senior Notes.

Failed Remarketing. Any Notes not successfully remarketed will be subject to Special Mandatory Purchase by the Company (a "Special Mandatory Purchase"). The obligation of the Company to effect a Special Mandatory Purchase of the Notes (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity ProviderProvider (as hereinafter defined). By 12:00 o'clock noon, New York City time, on any the First Interest Rate Adjustment DateDate for this Note, the applicable Remarketing Agent will notify the Liquidity ProviderProvider (as hereinafter defined), if any, the Trustee and the Company by telephone or facsimile, confirmed in writing, of the if it was unable to remarket any principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent, if any, were unable to remarket this Note on such date. In the event that the Company has entered into a Standby Note Purchase Agreement (as hereinafter defined) which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider to purchase such unremarketed Notes principal amount of this Note at a price equal to the outstanding unremarketed principal amount thereof hereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Company hereby agrees to purchase such unremarketed Notesprincipal amount of this Note. In each either case the Company will pay all accrued and unpaid interest, if any, on unremarketed Notes this Note to such the First Interest Rate Adjustment Date. Payment of the unremarketed principal amount of unremarketed Notes this Note under the circumstances contemplated in this paragraph by the Company or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, shall be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners beneficial owners of Notes subject such unremarketed principal amount of this Note, prior to Special Mandatory Purchase by 3:00 p.m., New York City time, on such the First Interest Rate Adjustment Date. For purposes of this Note, the term "Liquidity Provider" means any bank or other credit provider whose obligations such as those under the Standby Note Purchase Agreement are exempt from registration under the Securities Act of 1933, as amended, with long term senior debt ratings from Standard & Poor's Corporation and Mood▇'▇ ▇▇▇estors Service, Inc. at least equal to those of the highest rated senior debt ratings of the Company as of the date of the Standby Note Purchase Agreement, and a minimum combined capital and surplus of at least $50,000,000, that has entered into a Standby Note Purchase Agreement with the Company for the purpose of purchasing unremarketed Notes on any Interest Rate Adjustment Date, and the term "Standby Note Purchase Agreement" means the agreement which the Company may, at its option, enter into from time to time with a Liquidity Provider for the purpose of purchasing unremarketed Notes.

Failed Remarketing. Notes If, despite using its reasonable efforts, the Remarketing Agent cannot successfully remarketed will be subject remarket the Underlying Preferred Securities or Debentures (other than to Special Mandatory Purchase by the Company (Company) at a "Special Mandatory Purchase"). The obligation price not less than 100% of the Company to effect a Special Mandatory Purchase aggregate stated liquidation amount of such Underlying Preferred Securities or 100% of the Notes aggregate principal amount of the Debentures, plus any accumulated and unpaid distributions (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date, the applicable Remarketing Agent will notify the Liquidity Providerincluding deferred distributions, if any) or accrued and unpaid interest (including any deferred interest) or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, resulting in a Failed Remarketing, the Trustee Company will exercise its rights as a secured party to dispose of the Underlying Preferred Securities or Debentures in accordance with the applicable law and 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 by telephone or facsimileexercises such rights as a secured creditor, confirmed in writing, of the principal amount of Notes that such Remarketing Agent any accrued and the applicable Standby Remarketing Agentunpaid distributions (including deferred distributions, if any, were unable to remarket ) on such date. In Underlying Preferred Securities or accrued and unpaid interest (including any deferred interest) in respect of the event that the Company has entered into a Standby Note Purchase Agreement which is Debentures will be paid in effect on such date, such notice will constitute a demand for the benefit of cash by the Company to the Liquidity Provider to purchase such unremarketed Notes at a price equal to the outstanding principal amount thereof pursuant to the terms holders of record of such Standby Note Underlying Preferred Securities or Debentures, as the case may be. The Company will cause a notice of such Failed Remarketing to be published on the second Business Day immediately preceding the Purchase AgreementContract Settlement Date by publication in a daily newspaper in the English language of general circulation in The City of New York which is expected to be The Wall Street Journal. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase AgreementIn addition, the Company hereby agrees will request, not later than seven nor more than 15 calendar days prior to purchase the remarketing date, that the Depositary notify its participants holding Preferred Securities, Income PRIDES and Growth PRIDES of such unremarketed Notes. In each remarketing, including, in the case of a Failed Remarketing, the Company will pay all accrued and unpaid interest, procedures that must be followed if any, on unremarketed Notes to such Interest Rate Adjustment Date. Payment a holder of the principal amount of unremarketed Notes by the Company Preferred Securities or the Liquidity ProviderDebentures, as the case may be, and payment of accrued and unpaid interestwishes to exercise its right to put its Preferred Securities or Debentures, if anyas the case may be, by to the Company, shall be made by deposit of same-day funds with Company as described in the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment DateTrust Agreement.

Failed Remarketing. Notes If this Note is not successfully remarketed will remarketed, this Note shall be subject to Special Mandatory Purchase by the Company (a "Special Mandatory Purchase"). The obligation of the Company to effect a Special Mandatory Purchase of the Notes (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment DateDate for this Note, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the Company by telephone or facsimile, confirmed in writing, if it, or the Standby Remarketing Agent or Agents were unable to remarket all or a portion of the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent, if any, were unable to remarket this Note on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider Provider, if any, to purchase such unremarketed Notes this Note at a price equal to the outstanding principal amount thereof hereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Company hereby agrees to purchase such unremarketed Notesthis Note. In each case case, the Company will pay all accrued and unpaid interest, if any, on unremarketed Notes this Note to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes this Note by the Company or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, shall be made by deposit of same-day funds with in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners beneficial owners of Notes this Note subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such the related Interest Rate Adjustment Date.. TRANSFER OR EXCHANGE As provided in the Indenture and subject to certain limitations set forth therein and herein, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and premium, if any, and any interest on this Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto, the Company and the Security Registrar or any transfer agent duly executed, by the registered owner hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Notes are issuable only in fully registered form in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations set forth therein and herein, this Note is exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of any authorized denomination, as requested by the registered owner surrendering the same. No service charge shall be made for any registration of transfer or exchange of this Note, but, subject to certain limitations set forth in the Indenture, the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to the terms of the Indenture, prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. REDEMPTION AND ACCELERATION

Failed Remarketing. Notes If this Note is not successfully remarketed will remarketed, this Note shall be subject to Special Mandatory Purchase by the Company (a "Special Mandatory Purchase"). The obligation of the Company to effect a Special Mandatory Purchase of the Notes (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment DateDate for this Note, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the Company by telephone or facsimile, confirmed in writing, if it, or the Standby Remarketing Agent or Agents were unable to remarket all or a portion of the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent, if any, were unable to remarket this Note on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider Provider, if any, to purchase such unremarketed Notes this Note at a price equal to the outstanding principal amount thereof hereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Company hereby agrees to purchase such unremarketed Notesthis Note. In each case case, the Company will pay all accrued and unpaid interest, if any, on unremarketed Notes this Note to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes this Note by the Company or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, shall be made by deposit of same-day funds with in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners beneficial owners of Notes this Note subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such the related Interest Rate Adjustment Date.. TRANSFER OR EXCHANGE As provided in the Indenture and subject to certain limitations set forth therein and herein, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and premium, if any, and any interest on this Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto, the Company and the Security Registrar or any transfer agent duly executed, by the registered owner hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Notes are issuable only in fully registered form in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations set forth therein and herein, this Note is exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of any authorized denomination, as requested by the registered owner surrendering the same. No service charge shall be made for any registration of transfer or exchange of this Note, but, subject to certain limitations set forth in the Indenture, the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to the terms of the Indenture, prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. REDEMPTION AND ACCELERATION 57

Failed Remarketing. Notes (a) With respect to each Reset Date for which the holder of the Call Option does not successfully remarketed timely deliver written notice of its intention to exercise the Call Option pursuant to Section 2.06(a) of this Appendix A or the holder of the Purchase Option does not timely deliver written notice of its intention to exercise its Purchase Option pursuant to Section 2.07(a) or (b) of this Appendix A and the Financed Eligible Loans have not been auctioned pursuant to Section 2.13 of this Appendix A and if any of the conditions set forth in the definition of "Failed Remarketing" are applicable, a Failed Remarketing will be subject to Special Mandatory Purchase declared by the Company Remarketing Agents and the provisions of this Section will apply. In order to prevent the declaration of a Failed Remarketing, the Remarketing Agents will have the option, but not the obligation, to purchase any Reset Rate Notes tendered that they are not otherwise able to remarket or with respect to which a committed purchaser defaults on their purchase obligations. If at any time a Failed Remarketing is declared on a Class of the Reset Rate Notes on the related Spread Determination Date, (i) all Reset Rate Notes of such Class will be deemed to have been held by the applicable Registered Owners on the related Reset Date, regardless of any deemed tenders made to Remarketing Agents; (ii) except as provided in Section 2.01(e) of this Appendix A, the Failed Remarketing Rate for such Class of the Reset Rate Notes will apply; and (iii) a Reset Period of three months will be established for such Class. (b) If there is a Failed Remarketing of a Class of the Reset Rate Notes, Registered Owners of that Class shall not be entitled to exercise any remedies as a result of the failure of their Class of the Reset Rate Notes to be remarketed on the related Reset Date. (c) If the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes are no longer Outstanding, a Class of the Reset Rate Notes bears interest at the Failed Remarketing Rate and the holder of the Purchase Option does not timely deliver written notice of its intention to exercise its Purchase Option pursuant to Section 2.07(a) or (b) of this Appendix A, the Indenture Trustee (or its designated agent), if requested by the Issuer, shall offer for sale a Pro rata Portion of the Financed Eligible Loans held in the Trust Estate as provided in this subsection (c). Any portfolio of the Financed Eligible Loans sold pursuant to the Purchase Option set forth in Section 2.07(a) of this Appendix A or pursuant to the auction procedures described in this subsection (c) shall have representative characteristics substantially equivalent to the portfolio of all Financed Eligible Loans including, without limitation, such characteristics as average borrower indebtedness, mix of type of loans (Stafford, PLUS, consolidation, subsidized, unsubsidized), delinquency and default rate, loans in claim status, maturity, type of educational institution for which the loan funded costs of attendance (four year, two year, proprietary and nonproprietary), identity of Guaranty Agency, and other similar characteristics which may impact upon the value of such Financed Eligible Loans. Any such sale shall be consummated at least two Business Days prior to the next Reset Date (the "Special Mandatory PurchaseTrust Auction Date"). The obligation Indenture Trustee shall provide written notice to the Issuer of any such offer for sale at least three Business Days in advance of the Company to effect a Special Mandatory Purchase Trust Auction Date. If the holder of the Purchase Option does not deliver notice of its intention to exercise the Purchase Option and deliver an amount equal to the purchase price within 25 days following a Reset Date on which a Class of the Reset Rate Notes (bears interest at the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment DateFailed Remarketing Rate, the applicable Remarketing Agent will notify Issuer may instruct the Liquidity Provider, if anyIndenture Trustee to auction the Pro rata Portion of the Financed Eligible Loans. Any Nelnet Eligible Purchaser may bid at any such auction. If at least two independent bids are received, the Indenture Trustee (or its designated agent) shall solicit and resolicit new bids from all participating bidders until only one bid remains or the Company by telephone or facsimile, confirmed in writing, remaining bidders decline to resubmit bids. The Indenture Trustee shall accept the highest of such remaining bids if it is at least equal to the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent, if any, were unable to remarket on such datePro rata Minimum Purchase Amount. In the event that only one or more Nelnet Eligible Purchasers bid at such auction and fewer than two independent bids are received, the Company has entered into a Standby Note Purchase Agreement which Indenture Trustee shall accept the highest of such remaining bids if it is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider to purchase such unremarketed Notes at a price least equal to the outstanding principal Pro rata Minimum Purchase Amount and the fair market value of such Financed Eligible Loans as of the Quarterly Distribution Date immediately preceding the Trust Auction Date. If the highest remaining bid is not equal to or in excess of the higher of the amounts described in the preceding two sentences, the Indenture Trustee shall not consummate such sale. The Pro rata Minimum Purchase Amount means, with respect to the Reset Rate Notes, that amount, together with any amounts on deposit in any related Account of the Note Payment Fund, the Supplemental Interest Fund or the Remarketing Fee Fund corresponding to such Class of the Reset Rate Notes and a Pro rata Portion of the amounts on deposit in the Capitalized Interest Fund and the Reserve Fund (if such amounts can be released from the Reserve Fund), each after the distribution of amounts on deposit in the Collection Fund on the most recent Distribution Date, which is equal to or in excess of the amount thereof necessary to redeem the Class of the Reset Rate Notes bearing interest at the Failed Remarketing Rate pursuant to the terms redemption provisions of Section 2.09(b) of the Indenture, to pay all amounts due (including any Issuer Derivative Payments and applicable Termination Payments) on any Derivative Product corresponding to such Standby Class of the Reset Rate Notes and to pay a Pro rata Portion of any Program Expenses to such redemption date. The Indenture Trustee may consult, and, at the direction of the Issuer, shall consult, with a financial advisor, including an Underwriter, an Initial Purchaser, a Remarketing Agent or the Administrator, to determine if the fair market value of the Financed Eligible Loans has been offered by any Nelnet Eligible Purchaser. From the proceeds of the sale of the Financed Eligible Loans and the amounts on deposit in the Funds and Accounts described in this subsection (c), the Indenture Trustee shall deposit amounts sufficient to redeem the related Class of the Reset Rate Notes on the next succeeding Reset Date pursuant to the redemption provisions of Section 2.09(b) of the Indenture and to pay any Issuer Derivative Payments corresponding to such Class of the Reset Rate Notes into separate Accounts established by the Indenture Trustee within the Note Purchase AgreementPayment Fund and shall deposit the remainder to the Collection Fund to pay the Pro rata Portion of the Program Expenses to such Reset Date. The Indenture Trustee shall use the amounts on deposit in those Accounts to redeem such Class of the Reset Rate Notes on the applicable Reset Date and to pay all amounts due (including any Issuer Derivative Payments and applicable Termination Payments) pursuant to the corresponding Derivative Product. If a Standby Note Purchase Agreement an auction is not in effect on such date, or if completed and the Liquidity Provider fails Class of the Reset Rate Notes continues to advance funds under bear interest at the Standby Note Purchase AgreementFailed Remarketing Rate, the Company hereby agrees Issuer may request the Indenture Trustee to purchase such unremarketed Notes. In each case solicit bids for the Company will pay all accrued and unpaid interest, if any, on unremarketed Notes Financed Eligible Loans with respect to such Interest Rate Adjustment Date. Payment any Quarterly Distribution Date for which the holder of the principal Purchase Option described in Section 2.07(a) of this Appendix A has not delivered timely notice of its intention to exercise its Purchase Option or delivered an amount of unremarketed Notes equal to the purchase price by the Company or the Liquidity Provider, as the case may bespecified date upon terms similar to those described above, and payment of accrued and unpaid interest, the Indenture Trustee shall be obligated to make such solicitations if any, requested to do so by the Company, shall be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment DateIssuer.

Failed Remarketing. Notes not successfully remarketed will be subject to Special Mandatory Purchase by the Company (a "Special Mandatory Purchase"). The obligation of the Company to effect a Special Mandatory Purchase of the Notes (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the Company by telephone or facsimile, confirmed in writing, of the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent, if any, Agent were unable to remarket on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider to purchase such unremarketed Notes at a price equal to the outstanding principal amount thereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Company hereby agrees to purchase such unremarketed Notes. In each case the Company will pay all accrued and unpaid interest, if any, on unremarketed Notes to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes by the Company or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, shall be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date.. Section 207. Purchase and Redemption of Notes (a) Special Mandatory Purchase. Subject to certain exceptions, if by 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date for any Notes, the applicable Remarketing Agent and the applicable Standby Remarketing Agent have not remarketed all such Notes, the Notes that are unremarketed are subject to Special Mandatory Purchase. Either the Company or, subject to the terms and conditions of a Standby Note Purchase Agreement, if any, which may be in effect on such date, the Liquidity Provider, will deposit same-day funds in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m.,

Failed Remarketing. Notes (a) With respect to each Reset Date for which the holder of the Call Option does not successfully remarketed timely deliver written notice of its intention to exercise the Call Option pursuant to Section 2.06(a) of this Appendix A or the holder of the Purchase Option does not timely deliver written notice of its intention to exercise its Purchase Option pursuant to Section 2.07(a) or (b) of this Appendix A and the Financed Eligible Loans have not been auctioned pursuant to Section 2.13 of this Appendix A and if any of the conditions set forth in the definition of "Failed Remarketing" are applicable, a Failed Remarketing will be subject to Special Mandatory Purchase declared by the Company Remarketing Agents and the provisions of this Section will apply. In order to prevent the declaration of a Failed Remarketing, the Remarketing Agents will have the option, but not the obligation, to purchase any Reset Rate Notes tendered that they are not otherwise able to remarket or with respect to which a committed purchaser defaults on their purchase obligations. If at any time a Failed Remarketing is declared on a Class of the Reset Rate Notes on the related Spread Determination Date, (i) all Reset Rate Notes of such Class will be deemed to have been held by the applicable Registered Owners on the related Reset Date, regardless of any deemed tenders made to Remarketing Agents; (ii) except as provided in Section 2.01(e) of this Appendix A, the Failed Remarketing Rate for such Class of the Reset Rate Notes will apply; and (iii) a Reset Period of three months will be established for such Class. (b) If there is a Failed Remarketing of a Class of the Reset Rate Notes, Registered Owners of that Class shall not be entitled to exercise any remedies as a result of the failure of their Class of the Reset Rate Notes to be remarketed on the related Reset Date. (c) If the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes are no longer Outstanding, a Class of the Reset Rate Notes bears interest at the Failed Remarketing Rate and the holder of the Purchase Option does not timely deliver written notice of its intention to exercise its Purchase Option pursuant to Section 2.07(a) or (b) of this Appendix A, the Indenture Trustee (or its designated agent), if requested by the Issuer, shall offer for sale a Pro rata Portion of the Financed Eligible Loans held in the Trust Estate as provided in this subsection (c). Any portfolio of the Financed Eligible Loans sold pursuant to the Purchase Option set forth in Section 2.07(a) of this Appendix A or pursuant to the auction procedures described in this subsection (c) shall have representative characteristics substantially equivalent to the portfolio of all Financed Eligible Loans including, without limitation, such characteristics as average borrower indebtedness, mix of type of loans (Stafford, PLUS, consolidation, subsidized, unsubsidized), delinquenc▇ and default rate, loans in claim status, maturity, type of educational institution for which the loan funded costs of attendance (four year, two year, proprietary and nonproprietary), identity of Guaranty Agency, and other similar characteristics which may impact upon the value of such Financed Eligible Loans. Any such sale shall be consummated at least two Business Days prior to the next Reset Date (the "Special Mandatory PurchaseTrust Auction Date"). The obligation Indenture Trustee shall provide written notice to the Issuer of any such offer for sale at least three Business Days in advance of the Company to effect a Special Mandatory Purchase Trust Auction Date. If the holder of the Purchase Option does not deliver notice of its intention to exercise the Purchase Option and deliver an amount equal to the purchase price within 25 days following a Reset Date on which a Class of the Reset Rate Notes (bears interest at the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment DateFailed Remarketing Rate, the applicable Remarketing Agent will notify Issuer may instruct the Liquidity Provider, if anyIndenture Trustee to auction the Pro rata Portion of the Financed Eligible Loans. Any Nelnet Eligible Purchaser may bid at any such auction. If at least two independent bids are received, the Indenture Trustee (or its designated agent) shall solicit and resolicit new bids from all participating bidders until only one bid remains or the Company by telephone or facsimile, confirmed in writing, remaining bidders decline to resubmit bids. The Indenture Trustee shall accept the highest of such remaining bids if it is at least equal to the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent, if any, were unable to remarket on such datePro rata Minimum Purchase Amount. In the event that only one or more Nelnet Eligible Purchasers bid at such auction and fewer than two independent bids are received, the Company has entered into a Standby Note Purchase Agreement which Indenture Trustee shall accept the highest of such remaining bids if it is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider to purchase such unremarketed Notes at a price least equal to the outstanding principal Pro rata Minimum Purchase Amount and the fair market value of such Financed Eligible Loans as of the Quarterly Distribution Date immediately preceding the Trust Auction Date. If the highest remaining bid is not equal to or in excess of the higher of the amounts described in the preceding two sentences, the Indenture Trustee shall not consummate such sale. The Pro rata Minimum Purchase Amount means, with respect to the Reset Rate Notes, that amount, together with any amounts on deposit in any related Account of the Note Payment Fund, the Supplemental Interest Fund or the Remarketing Fee Fund corresponding to such Class of the Reset Rate Notes and a Pro rata Portion of the amounts on deposit in the Capitalized Interest Fund and the Reserve Fund (if such amounts can be released from the Reserve Fund), each after the distribution of amounts on deposit in the Collection Fund on the most recent Distribution Date, which is equal to or in excess of the amount thereof necessary to redeem the Class of the Reset Rate Notes bearing interest at the Failed Remarketing Rate pursuant to the terms redemption provisions of Section 2.09(b) of the Indenture, to pay all amounts due (including any Issuer Derivative Payments and applicable Termination Payments) on any Derivative Product corresponding to such Standby Class of the Reset Rate Notes and to pay a Pro rata Portion of any Program Expenses to such redemption date. The Indenture Trustee may consult, and, at the direction of the Issuer, shall consult, with a financial advisor, including an Underwriter, an Initial Purchaser, a Remarketing Agent or the Administrator, to determine if the fair market value of the Financed Eligible Loans has been offered by any Nelnet Eligible Purchaser. From the proceeds of the sale of the Financed Eligible Loans and the amounts on deposit in the Funds and Accounts described in this subsection (c), the Indenture Trustee shall deposit amounts sufficient to redeem the related Class of the Reset Rate Notes on the next succeeding Reset Date pursuant to the redemption provisions of Section 2.09(b) of the Indenture and to pay any Issuer Derivative Payments corresponding to such Class of the Reset Rate Notes into separate Accounts established by the Indenture Trustee within the Note Purchase AgreementPayment Fund and shall deposit the remainder to the Collection Fund to pay the Pro rata Portion of the Program Expenses to such Reset Date. The Indenture Trustee shall use the amounts on deposit in those Accounts to redeem such Class of the Reset Rate Notes on the applicable Reset Date and to pay all amounts due (including any Issuer Derivative Payments and applicable Termination Payments) pursuant to the corresponding Derivative Product. If a Standby Note Purchase Agreement an auction is not in effect on such date, or if completed and the Liquidity Provider fails Class of the Reset Rate Notes continues to advance funds under bear interest at the Standby Note Purchase AgreementFailed Remarketing Rate, the Company hereby agrees Issuer may request the Indenture Trustee to purchase such unremarketed Notes. In each case solicit bids for the Company will pay all accrued and unpaid interest, if any, on unremarketed Notes Financed Eligible Loans with respect to such Interest Rate Adjustment Date. Payment any Quarterly Distribution Date for which the holder of the principal Purchase Option described in Section 2.07(a) of this Appendix A has not delivered timely notice of its intention to exercise its Purchase Option or delivered an amount of unremarketed Notes equal to the purchase price by the Company or the Liquidity Provider, as the case may bespecified date upon terms similar to those described above, and payment of accrued and unpaid interest, the Indenture Trustee shall be obligated to make such solicitations if any, requested to do so by the Company, shall be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment DateIssuer.

Failed Remarketing. Notes not successfully remarketed will be subject to Special Mandatory Purchase by the Company (a "Special Mandatory Purchase"). The obligation of the Company to effect a Special Mandatory Purchase of the Notes (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the Company by telephone or facsimile, confirmed in writing, of the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent, if any, were unable to remarket on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider to purchase such unremarketed Notes at a price equal to the outstanding principal amount thereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Company hereby agrees to purchase such unremarketed Notes. In each case the Company will pay all accrued and unpaid interest, if any, on unremarketed Notes to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes by the Company or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, shall be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date.other

Failed Remarketing. Notes If this Note is not successfully remarketed will remarketed, this Note shall be subject to Special Mandatory Purchase by the Company (a "Special Mandatory Purchase"). The obligation of the Company to effect a Special Mandatory Purchase of the Notes (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment DateDate for this Note, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the Company by telephone or facsimile, confirmed in writing, if it, or the Standby Remarketing Agent or Agents were unable to remarket all or a portion of the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent, if any, were unable to remarket this Note on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider Provider, if any, to purchase such unremarketed Notes this Note at a price equal to the outstanding principal amount thereof hereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Company hereby agrees to purchase such unremarketed Notesthis Note. In each case case, the Company will pay all accrued and unpaid interest, if any, on unremarketed Notes this Note to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes this Note by the Company or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, shall be made by deposit of same-day funds with in the account of the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners beneficial owners of Notes this Note subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such the related Interest Rate Adjustment Date.