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 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 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.

Remarketing. (a) In connection with The Pledged Notes comprising part of Equity Units and the Separate Notes of holders of Separate Notes that have elected to participate in the Remarketing shall be remarketed by the Remarketing Agent on the Remarketing Date. A Holder of Equity Units may elect not to participate in a Remarketing and retain the Senior Notes underlying such Equity Units by notifying the Forward Purchase Contract Agent of such election and delivering the Opt-out Treasury Consideration to the Forward Purchase Contract Agent not later than 10:00 a.m. on the fourth Business Day prior to the Remarketing Date, as applicable (or, in the case of a Failed Remarketing, not later than 10:00 a.m. on the fourth Business Day immediately prior to the subsequent Remarketing Period). Upon receipt thereof by the Forward Purchase Contract Agent, the Forward Purchase Contract Agent shall deliver such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Preferred Securities: (i) in connection with a Remarketing of Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder's obligations under the Preferred Securities upon an Optional Redemption Remarketing Event or a Legal Cause Remarketing Event, Forward Purchase Contracts. On the Accreted Value of the Debentures as of the end of the day on the day next first Business Day immediately preceding the Remarketing Date shall become due on (or, in the date which is 180 days case of a Failed Remarketing, the subsequent Remarketing Period), the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes to the Forward Purchase Contract Agent. Within three Business Days following any Remarketing Period (A) if the Remarketing Date; (ii) beginning on the Remarketing Datewas successful, the rate of interest per annum on Forward Purchase Contract Agent shall distribute such Notes to the Accreted Value new Holders thereof and (B) if there was a Failed Remarketing, the Forward Purchase Contract Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of the Debentures shall become Company, thereupon apply such Notes that are a component of Equity Units to secure such Holders' obligations under the Reset Rate on Forward Purchase Contracts, return any Opt-out Treasury Consideration delivered by such Holders to such Holders and return the Accreted Value Separate Notes to the holders thereof. A Holder that does not so deliver the Opt-out Treasury Consideration or has not settled the related Purchase Contract through a Cash Settlement or an Early Settlement pursuant to Sections 5.4 and 5.9 of the Securities established Forward Purchase Contract Agreement shall be deemed to have elected to participate 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 DateRemarketing. (b) In On the seventh Business Day prior to the Remarketing Date or the first day of any subsequent Remarketing Period, the Company shall give Holders of Equity Units and Holders of Separate Notes notice of the Remarketing in an Authorized Newspaper, including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) that must be delivered by Holders of Equity Units that elect not to participate in the Remarketing pursuant to Section 5.4(g) of the Forward Purchase Contract Agreement, no later than 10:00 a.m. (New York City time) on the seventh Business Day preceding the Remarketing Date. Not later than seven nor more than 15 calendar days prior to any Remarketing Period, the Company shall request DTC (or any successor Clearing Agency) to notify, directly or indirectly, each Beneficial Owner or Clearing Agency Participant holding Equity Units or Stripped Units and each Beneficial Owner of a Separate Note of the Remarketing and of the procedures that must be followed 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 SecuritiesRemarketing. (c) The proceeds from Forward Purchase Contract Agent shall notify, by 10:00 a.m., New York City time, on the third Business Date preceding the Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the Debentures shall aggregate number of Senior Notes of Equity Units Holders to be paid to remarketed. On 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 third Business Day immediately preceding the Remarketing Date or the first day of the Debentures that are held any subsequent Remarketing Period, as applicable, no later than by 10:00 a.m. New York City time, pursuant to the Unit Agreement terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. On the third Business Day immediately preceding the Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for which Remarketing to the holders Remarketing Agent all Notes to be remarketed. Upon receipt of such Units have elected notice from the Forward Purchase Contract Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, use its commercially reasonable best efforts to exercise their Warrants shall be paid directly establish a Reset Rate pursuant to clause (i) of the definition of Reset Rate and remarket such Senior Notes pursuant to the Warrant Agent to satisfy Remarketing procedures in full the Exercise Price of the Warrants held by such holders with any excess proceeds being paid to the selling holdersRemarketing Agreement. (d) 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 Remarketing Agent is able to find a purchaser or purchasers for the tendered Senior Notes and (iii) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent. (e) Upon receipt of the occurrence of an Optional Redemption Remarketing Eventnotice provided above in paragraph (c) from the Forward Purchase Contract Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Company shall cause Remarketing Agent will, on the Remarketing Date, use its commercially reasonable best efforts to (i) establish a Remarketing rate of interest that, in the opinion of the Debentures and select Remarketing Agent, will, when applied to the outstanding Notes, enable the then current aggregate market value of the Notes to have a value equal to approximately, but not less than, 100.25% of the Remarketing Value as of the Remarketing Date or as of any Subsequent Remarketing Date; provided, howeveras the case may be (the "Reset Rate") and (ii) sell such Notes on such date at a price equal to approximately, that but not less than, 100.25% of the Remarketing Value. (f) If, in spite of using its commercially reasonable best efforts, the Remarketing Agent cannot establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.25% of the Remarketing Value, the Remarketing Agent will again attempt to establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.25% of the Remarketing Value on each of the two immediately following conditions precedent are satisfiedBusiness Days. If the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.25% of the Remarketing Value on any of those days, it will attempt to establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.25% of the Remarketing Value on each of the three Business Days immediately preceding June 16, 2005. If the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.25% of the Remarketing Value on any of those days, it will attempt to establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.25% of the Remarketing Value on each of the three Business Days immediately preceding July 16, 2005. If the Remarketing Agent cannot establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.25% of the Remarketing Value either on any of the two Business Days immediately following the Remarketing Date or on any of the three Business Days immediately preceding June 16, 2005 or on any of the three Business Days immediately preceding July 16, 2005, the remarketing in each period will be deemed to have failed (each, a "Failed Remarketing"). If the Remarketing Agent cannot establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.25% of the Remarketing Value on any of the three Business Days immediately preceding July 16, 2005, the Remarketing Agent will further attempt to establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately, but not less than, 100.25% of the Remarketing Value on each of the three Business Days immediately preceding August 12, 2005. If, in spite of using its commercially reasonable best efforts, the Remarketing Agent fails to remarket the Notes underlying the Equity Units at a price equal to approximately, but not less than, 100.25% of the Remarketing Value in accordance with the terms of the Pledge Agreement by 4:00 p.m., New York City time, on the third Business Day immediately preceding the Stock Purchase Date, a "Last Failed Remarketing" will be deemed to have occurred. (g) If a successful Remarketing shall have occurred prior to the fourth Business Day preceding the Stock Purchase Date, the Remarketing Agent will, in accordance with the Forward Purchase Contract Agreement and the Remarketing Agreement: (i) as of the date on which the Company elects to cause a Remarketing of the Debentures deduct and on retain for itself the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuingFee; (ii) as use the proceeds from such successful Remarketing to purchase the Agent-purchased Treasury Consideration with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (1) and (2) of the date on which definition of Remarketing Value related to the Company elects Senior Notes of Holders of Equity Units that were remarketed; (iii) if any Separate Notes were remarketed, remit to cause a the Collateral Agent for payment to the Holders of such Separate Notes sold in the Remarketing the remaining proceeds from such successful Remarketing attributable to the Separate Notes; and (iv) if there remain any proceeds from such successful Remarketing, after the application of such proceeds as set forth in clauses (i) through (iii) of this sentence, then remit such remaining proceeds to the Forward Purchase Contract Agent for payment to the Holders of the Debentures and Equity Units that were remarketed, on a pro rata basis, in accordance with the Remarketing Agreement. (h) In the case of a successful Remarketing occurring prior to the fourth Business Day preceding the Stock Purchase Date, on or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date, the Warrant Requirements Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Forward Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Agent-purchased Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Forward Purchase Contracts. (i) If a successful Remarketing shall have been satisfiedoccurred on or after the fourth Business Day preceding the Stock Purchase Date, the Remarketing Agent will, in accordance with the Forward Purchase Contract Agreement and the Remarketing Agreement: (i) deduct and retain for itself the Remarketing Fee; (ii) pay the proceeds from such successful Remarketing to the Forward Purchase Contract Agent, which shall thereupon deliver such proceeds to the Collateral Agent which, for the benefit of the Company, will thereupon apply such proceeds, in accordance with the Pledge Agreement in direct settlement of the Holders' obligations under the Forward Purchase Contracts; (iii) if any Separate Notes were remarketed, remit to the Collateral Agent for payment to the Holders of such Separate Notes sold in the Remarketing the remaining proceeds from such successful Remarketing attributable to the Separate Notes; and (iv) if there remain any proceeds from such successful Remarketing, after the application of such proceeds as set forth in clauses (i) through (iii) of this sentence, then remit such remaining proceeds to the Forward Purchase Contract Agent for payment to the Holders of the Equity Units that were remarketed, on a pro rata basis, in accordance with the Remarketing Agreement. (j) If a successful Remarketing occurs, by approximately 4:30 p.m. (New York City time) on the Remarketing Date, the Legal Requirements Remarketing Agent shall have been satisfied. The settlement advise, by telephone (promptly confirmed in writing in the case of clause (i)): (i) the Company, the Forward Purchase Contract Agent, the Collateral Agent, the Securities Intermediary, DTC and the Trustee of the Remarketing shall occur on Reset Rate determined in the Remarketing; (ii) each purchaser (or the Depository Participant thereof) of Senior Notes in the Remarketing Settlement Date; provided, however, that of the following conditions precedent are satisfied on Reset Rate and the Remarketing Settlement Date: (A) the Warrant Requirements shall be satisfiednumber of Senior Notes such purchaser is to purchase; and (Biii) pursuant each purchaser to give instructions to its Depository Participant to pay the purchase price on the date of settlement for such Remarketing in same day funds against delivery of the remarketed Senior Notes purchased through the facilities of DTC. (k) Any distribution to Holders of excess funds and interest described in this Section 1.6 shall be payable at the Office of the Agent in The City of New York maintained for that purpose or, at the option of the Holder or the holder of Separate Notes, as applicable, by check mailed to the Warrant Agreement, a redemption address of the Warrants Person entitled thereto at such address as it appears on the relevant Register or by wire transfer to an account specified by the Holder or the holder of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated. Separate Notes, as applicable. (l) If any of the foregoing conditions precedent are not satisfieda Failed Remarketing occurs, the Remarketing cannot occur Agent and the contemporaneous redemption of Warrants Company, as applicable, shall be canceled; providedtake the following actions: (i) the Remarketing Agent shall notify by telephone the Company, howeverthe Forward Purchase Contract Agent, the Collateral Agent and the Trustee, that if:a Failed Remarketing has occurred, whereupon the Company shall notify the Clearing Agency, by telephone, that a Failed Remarketing has occurred; (ii) with respect to any Remarketing Period during which no successful Remarketing occurred, the Company shall publish notice by means of Bloomberg and Reuters newswires, such notice to be published no later than the fourth Business Day following the end of such Remarketing Period; (iii) the Remarketing Agent shall determine the Reset Rate in accordance with clause (ii) of the Reset Rate definition; and (iv) the Remarketing Agent shall remit, within three Business Days following the end of a Remarketing Period which constituted a Failed Remarketing, the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent. (m) If upon a Last Failed Remarketing, the Collateral Agent delivers any Senior Notes to the Company in full satisfaction of the Holder's obligation under the related Forward Purchase Contracts, any accumulated and unpaid interest on such Notes will become payable by the Company to the Forward Purchase Contract Agent for payment to the Holder of the Equity Units to which such Notes relate. Such payment will be made by the Company on or prior to 11:00 a.m., New York City time, on the Stock Purchase Date in lawful money of the United States by certified or cashier's check or wire transfer in immediately available funds payable to or upon the order of the Forward Purchase Contract Agent. Upon the occurrence of a Last Failed Remarketing, the Company will retain and dispose of the Pledged Notes of all Holders in satisfaction of the Holders' obligations under the related Forward Purchase Contracts. The Company will publish notice by means of Bloomberg and Reuters newswires of any Remarketing Period during which no successful Remarketing occurred, such notice to be published not later than the fourth Business Day following the end of such Remarketing Period. The Company will cause a notice of the Last Failed Remarketing to be published on the fourth Business Day following the date of the Last Failed Remarketing in an Authorized Newspaper. (n) In the event of a Last Failed Remarketing, the Remarketing Agent shall determine the Reset Rate that shall apply to the Senior Notes held by the Holders of Equity Units that elected not to participate in the remarketing and Holders of Separate Notes according to the following method, provided that in no event shall the Reset Rate exceed the maximum r

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 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 ▇▇▇▇▇ News Service.

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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇-▇, ▇-▇ 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) 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 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 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 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 ▇-▇, ▇-▇ 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.

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) 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. 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 ▇▇▇▇▇▇▇ Lynch, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ 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 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 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. (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. The Pledged Notes comprising part of Upper DECS and the Separate Notes of holders of Separate Notes that have elected to participate in the Remarketing shall be remarketed 9 by the Remarketing Agent on the Remarketing Date or Accelerated Remarketing Date, as applicable. A Holder of Upper DECS may elect not to participate in a Remarketing and retain the Senior Notes underlying such Upper DECS by notifying the Forward Purchase Contract Agent of such election and delivering the Opt-out Treasury Consideration to the Forward Purchase Contract Agent not later than 10:00 a.m. on the fourth Business Day prior to the Remarketing Date or the Accelerated Remarketing Date, as applicable (aor, in the case of a Failed Remarketing, not later than 10:00 a.m. on the fourth Business Day immediately prior to the subsequent Remarketing Period). Upon receipt thereof by the Forward Purchase Contract Agent, the Forward Purchase Contract Agent shall deliver such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder's obligations under the Forward Purchase Contracts. On the first Business Day immediately preceding the Remarketing Date or the Accelerated Remarketing Date (or, in the case of a Failed Remarketing, the subsequent Remarketing Period), the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes to the Forward Purchase Contract Agent. Within three Business Days following any Remarketing Period (A) In if the Remarketing was successful, the Forward Purchase Contract Agent shall distribute such Notes to the Holders thereof and (B) if there was a Failed Remarketing, the Forward Purchase Contract Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Notes to secure such Holders' obligations under the Forward Purchase Contracts and return any Opt-out Treasury Consideration delivered by such Holders to such Holders. A Holder that does not so deliver the Opt-out Treasury Consideration or has not settled the related Purchase Contract through a Cash Settlement or an Early Settlement pursuant to Sections 5.2 and 5.7 of the Forward Purchase Contract Agreement shall be deemed to have elected to participate in the Remarketing. On the seventh Business Day prior to the Remarketing Date or Accelerated Remarketing Date, the first day of any subsequent Remarketing Period (or if a Secondary Acceleration Event has occurred, on the fifth Business Day prior to the Accelerated Remarketing Date), the Company shall give Holders of Upper DECS and Holders of Separate Notes notice of the Remarketing in an Authorized Newspaper, including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) that must be delivered by Holders of Upper DECS that elect not to participate in the Remarketing pursuant to Section 5.2(g) of the Forward Purchase Contract Agreement, no later than 10:00 a.m. (New York City time) on the fourth Business Day preceding the Remarketing Date or Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, as applicable. Not later than seven nor more than 15 calendar days prior to any Remarketing Period, the Company shall request DTC (or any successor Clearing Agency) to notify, directly or indirectly, each Beneficial Owner or Clearing Agency Participant holding DECS and each Beneficial Owner of a Separate Note of the Remarketing and of the procedures that must be followed in connection with the Remarketing. The Forward Purchase Contract Agent shall notify, by 10:00 a.m., New York City time, on the third Business Date preceding the Remarketing Date or Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number of Senior Notes of Upper DECS Holders to be remarketed. On the third Business Day immediately preceding the Remarketing Date or Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, as 10 applicable, no later than by 10:00 a.m. New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. On the third Business Day immediately preceding the Remarketing Date or Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for Remarketing to the Remarketing Agent all Notes to be remarketed. Upon receipt of such notice from the Forward Purchase Contract Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date or Accelerated Remarketing Date, as applicable, use its commercially reasonable best efforts to establish a Reset Rate pursuant to clause (i) of the definition of Reset Rate and remarket such Senior Notes pursuant to the Remarketing procedures in the Remarketing Agreement. 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 Preferred Securities:Remarketing Agreement, (ii) the Remarketing Agent is able to find a purchaser or purchasers for the tendered Senior Notes and (iii) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent. If a successful Remarketing shall have occurred, the Remarketing Agent will, in accordance with the Forward Purchase Contract Agreement and the Remarketing Agreement, (i) deduct and retain for itself the Remarketing Fee, (ii) use the proceeds from such successful Remarketing to purchase the Agent-purchased Treasury Consideration with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (1) and (2) of the definition of Remarketing Value or clauses (i) and (ii) of the definition of Accelerated Remarketing Value, as applicable, in the Forward Purchase Contract Agreement related to the Senior Notes of Holders of Upper DECS or that were remarketed, (iii) if any Separate Notes were remarketed, remit to the Collateral Agent for payment to the Holders of such Separate Notes sold in the Remarketing the remaining proceeds from such successful Remarketing attributable to the Separate Notes and (iv) if there remain any proceeds from such successful Remarketing, after the application of such proceeds as set forth in clauses (i) through (iii) of this sentence, then remit such remaining proceeds to the Forward Purchase Contract Agent for payment to the Holders of the Upper DECS that were remarketed, on a pro rata basis, in accordance with the Remarketing Agreement. On or prior to the third Business Day following the Remarketing Date or Accelerated Remarketing Date (in either case, if such Remarketing is successful), or any Subsequent Remarketing Date, the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Forward Purchase Contract Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Agent-purchased Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Forward Purchase Contracts. If a successful Remarketing occurs, by approximately 4:30 p.m. (New York City time) on the Remarketing Date or Accelerated Remarketing Date, as applicable, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing in the case of clause (i)): (i) in connection with a Remarketing the Company, the Forward Purchase Contract Agent, the Collateral Agent, the Securities Intermediary, DTC and the Trustee of the Preferred Securities upon an Optional Redemption Remarketing Event or a Legal Cause Remarketing Event, Reset Rate determined in 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 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 the Accreted Value of the Securities established Senior Notes in the Remarketing of the Preferred SecuritiesReset Rate and the number of Senior Notes such purchaser is to purchase; and (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 in same day funds against delivery of the Debentures from and including remarketed Senior Notes purchased through the immediately preceding Interest Payment Date to, but excludingfacilities of DTC. If a Failed Remarketing occurs, the Remarketing Settlement Agent and the Company, as applicable, shall take the following actions: (i) the Remarketing Agent shall notify by telephone the Company, the Forward Purchase Contract Agent, the Collateral Agent and the Trustee, that a Failed Remarketing has occurred, whereupon the Company shall notify the Clearing Agency, by telephone, that a Failed Remarketing has occurred; (ii) with respect to any Remarketing Period during which no successful Remarketing occurred, the Company shall publish notice by means of Bloomberg and Reuters newswires, such notice to be published no later than the fourth Business Day following the end of such Remarketing Period; and (iii) the Remarketing Agent shall remit, within three Business Days following the end of a Remarketing Period which constituted a Failed Remarketing or a Last Failed Accelerated Remarketing, the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent, in each case other than Senior Notes deemed purchased by the Company. Holders of Senior Notes may make a contingent election by delivering an opt-out notice to the Forward Purchase Contract Agent (an "Opt-Out Notice"), substantially as set forth in an exhibit to the Senior Notes (the form of which is attached as Exhibit A hereto), on or prior to the third Business Day prior to a Stock Purchase Date that in the event a Last Failed Remarketing or Last Failed Accelerated Remarketing occurs, such holders elect not to sell their Senior Notes to the Company. If upon a Last Failed Remarketing or a Last Failed Accelerated Remarketing, the Collateral Agent delivers any Senior Notes to the Company in full satisfaction of the Holder's obligation under the related Forward Purchase Contracts, any accumulated and unpaid interest on such Notes will become payable by the Company to the Forward Purchase Contract Agent for payment to the Holder of the Upper DECS to which such Notes relate. Such payment will be made by the Company on or prior to 11:00 a.m., New York City time, on the relevant Stock Purchase Date in lawful money of the United States by certified or cashier's check or wire transfer in immediately available funds payable to or upon the order of the Forward Purchase Contract Agent. Upon the occurrence of a Last Failed Remarketing or Last Failed Accelerated Remarketing, the Company will purchase on the relevant Stock Purchase Date all Outstanding Senior Notes of all Holders, except Senior Notes for which an Opt-Out Notice has been delivered to the Forward Purchase Contract Agent in accordance with the preceding paragraph for an amount equal to the Stated Amount of such Senior Notes plus, in the event of a repurchase on an Accelerated Stock Purchase Date, an amount in cash equal to the value of the Treasury securities described in clause (ii) of the definition of Accelerated Remarketing Value (assuming, for this purpose, that the relevant Subsequent Remarketing Date is the Accelerated Stock Purchase Date). The proceeds of the sale of Senior Notes deemed to be submitted for sale to the Company shall be payable paid (a) to the Holders Collateral Agent on behalf of such holder to satisfy such holder's obligation under the Debentures on the Special Record Date. related Forward Purchase Contract if such Senior Notes are part of an Upper DECS and (b) In connection with to the Holder of such Notes if the Notes are Separate Notes. The Company will publish notice by means of Bloomberg and Reuters newswires of any Remarketing Period during which no successful Remarketing occurred, such notice to be published not later than the fourth Business Day following the end of such Remarketing Period. The Company will cause a Remarketing notice of the Preferred Securities Last Failed Remarketing or Last Failed Accelerated Remarketing to be published on the fourth Business Day following the date of the Last Failed Remarketing or Last Failed Accelerated Remarketing in an Authorized Newspaper. With respect to any Senior Notes which constitute part of Upper DECS which are subject to the Last Failed Remarketing or Last Failed Accelerated Remarketing, as applicable, or for which an Opt-Out Notice was delivered, but for which no cash payment was delivered, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and at Section 5.2(j) of the Forward Purchase Contract Agreement, may, among other things, permit the Company to cause the Senior Notes to be sold or to retain and cancel such Senior Notes, in either case, in full satisfaction of the Holders' obligations under the Forward Purchase Contracts. Notwithstanding anything herein to the contrary, the Reset Rate shall in no event exceed the maximum rate, if any, permitted by applicable law. In accordance with DTC's normal procedures, on the date of settlement of such Remarketing or the relevant Stock Purchase Date, as applicable, the transactions described above with respect to each Senior Notes remarketed in the Remarketing shall be executed through DTC, and the accounts of the respective Depository Participants shall be debited and 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 any time thereafterHolder of Senior Notes selling Senior Notes in the Remarketing fails to deliver such Senior Notes, a purchaser the direct or indirect Depository Participant of such selling Holder and of any other Person who was to have purchased Senior Notes in the Remarketing may exchange its Preferred Securities for its pro rata share deliver to any such other Person an aggregate principal amount of DebenturesSenior Notes that is less than the aggregate principal amount of Senior Notes that otherwise was to be purchased by such Person. In such event, the Administrative Trustees aggregate principal amount of Senior Notes to be so delivered shall cause Debentures held be 13 determined by such direct or indirect Depository Participant, and delivery of such lesser aggregate principal amount of Senior Notes shall constitute good delivery. The Remarketing Agent is not obligated to purchase any Senior Notes that otherwise would remain unsold in the Property TrusteeRemarketing. Neither the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Senior Notes for Remarketing. Under the Remarketing Agreement, having an aggregate Accreted Value equal the Company, in its capacity as issuer of the Senior Notes, shall be liable for, and shall pay, any and all costs and expenses incurred in connection with the Remarketing, other than the Remarketing Fee. The settlement procedures set forth herein, including provisions for payment by purchasers of the remarketed Senior Notes in the Remarketing, shall be subject to modification to the aggregate Accreted Value extent required by DTC or if the book-entry system is no longer available for the remarketed Senior Notes at the time 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 SecuritiesRemarketing, 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 facilitate the Remarketing of the Debentures remarketed Senior Notes in certificated form, and shall be paid provide for the authentication and delivery of Senior Notes in a principal amount equal 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 unremarketed portion 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 satisfiedSenior Notes. 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 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 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) 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 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 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 ▇▇▇▇▇’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.