Common use of Failed Remarketing Clause in Contracts

Failed Remarketing. Notes not successfully remarketed will be subject to Special Mandatory Purchase by the Company as set forth in Section 210 hereof. Section 210. Purchase and Redemption of Notes (a) Special Mandatory Purchase. Subject to certain exceptions, if on any Interest Rate Adjustment Date for any Notes, the applicable Remarketing Agent and the applicable Standby Remarketing Agent(s) have not remarketed all such Notes, the Notes that have not been remarketed are subject to Special Mandatory Purchase (a "Special Mandatory Purchase") by the Company. The Company is obligated to pay all accrued and unpaid interest, if any, on unremarketed Notes to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes by the Company, and payment of accrued and unpaid interest, if any, by the Company, will be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of the Depositary's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Failure by the Company to purchase Notes pursuant to a Special Mandatory Purchase will constitute an Event of Default under the Indenture as set forth in Section 401 hereof in which event the date of such failure shall constitute a date of Maturity for such Notes and the principal thereof may be declared due and payable in the manner and with the effect provided in the Indenture. Following such failure to pay pursuant to a Special Mandatory Purchase, such Notes will bear interest at the Special Interest Rate as provided for in Section 205 hereof. (b) Optional Redemption on any Interest Rate Adjustment Date. Each Note will be subject to redemption at the option of the Company in whole or in part on any Interest Rate Adjustment Date relating thereto without notice to the holders thereof at a redemption price equal to 100% of the principal amount thereof. (c) Redemption While Notes are in the Long Term Rate Mode. Any Notes in the Long Term Rate Mode are subject to redemption at the option of the Company at the times and upon the terms specified at the time of conversion to or within such Long Term Rate Mode. (d)

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

Failed Remarketing. Notes If this Note is not successfully remarketed will remarketed, this Note shall be subject to Special Mandatory Purchase by the Company as set forth in Section 210 hereof. Section 210. Purchase and Redemption of Notes (a) a "Special Mandatory Purchase"). Subject The obligation of the Company to certain exceptionseffect a Special Mandatory Purchase can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, if New York City time, on any Interest Rate Adjustment Date for any Notesthis Note, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the applicable Company by telephone or facsimile, confirmed in writing, if it, or the Standby Remarketing Agent(s) have Agent or Agents were unable to remarket all or a portion of the principal amount of this Note on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider, if any, to purchase this Note at a price equal to the outstanding principal amount hereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not remarketed all in effect on such Notesdate, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Notes that have not been remarketed are subject Company hereby agrees to Special Mandatory Purchase (a "Special Mandatory Purchase") by purchase this Note. In each case, the Company. The Company is obligated to will pay all accrued and unpaid interest, if any, on unremarketed Notes this Note to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes this Note by the CompanyCompany or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, will shall be made by deposit of same-day funds with in the account of the Trustee (or such other account meeting the requirements of the DepositaryDTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners beneficial owners of Notes this Note subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such the related Interest Rate Adjustment Date. Failure by the Company to purchase Notes pursuant to a Special Mandatory Purchase will constitute an Event of Default under the Indenture as set forth in Section 401 hereof in which event the date of such failure shall constitute a date of Maturity for such Notes and the principal thereof may be declared due and payable in the manner and with the effect TRANSFER OR EXCHANGE As provided in the Indenture. Following such failure Indenture and subject to pay pursuant to a Special Mandatory Purchasecertain limitations set forth therein and herein, such Notes will bear interest the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the Special Interest Rate as provided for in Section 205 hereof. (b) Optional Redemption on any Interest Rate Adjustment Date. Each Note will be subject to redemption at the option office or agency of the Company in whole any place where the principal of and premium, if any, and any interest on this Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in part on the form attached hereto, the Company and the Security Registrar or any Interest Rate Adjustment Date relating thereto without transfer agent duly executed, by the registered owner hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Notes are issuable only in fully registered form in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations set forth therein and herein, this Note is exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of any authorized denomination, as requested by the registered owner surrendering the same. No service charge shall be made for any registration of transfer or exchange of this Note, but, subject to certain limitations set forth in the Indenture, the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to the terms of the Indenture, prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the holders thereof at a redemption price equal to 100% of the principal amount thereof. (c) Redemption While Notes are in the Long Term Rate Mode. Any Notes in the Long Term Rate Mode are subject to redemption at the option of the Company at the times and upon the terms specified at the time of conversion to or within such Long Term Rate Mode. (d)contrary.

Failed Remarketing. Notes (a) With respect to each Reset Date for which the holder of the Call Option does not successfully remarketed will be subject timely deliver written notice of its intention to Special Mandatory exercise the Call Option pursuant to Section 2.06(a) of this Appendix A or the holder of the Purchase by Option does not timely deliver written notice of its intention to exercise its Purchase Option pursuant to Section 2.07(a) or (b) of this Appendix A and the Company as Financed Eligible Loans have not been auctioned pursuant to Section 2.13 of this Appendix A and if any of the conditions set forth in the definition of "Failed Remarketing" are applicable, a Failed Remarketing will be declared by the Remarketing Agents and the provisions of this Section 210 hereofwill apply. Section 210. Purchase and Redemption In order to prevent the declaration of Notes (a) Special Mandatory Purchase. Subject to certain exceptions, if on any Interest Rate Adjustment Date for any Notesa Failed Remarketing, the applicable Remarketing Agent and Agents will have the option, but not the obligation, to purchase any Reset Rate Notes tendered that they are not otherwise able to remarket or with respect to which a committed purchaser defaults on their purchase obligations. If at any time a Failed Remarketing is declared on a Class of the Reset Rate Notes on the related Spread Determination Date, (i) all Reset Rate Notes of such Class will be deemed to have been held by the applicable Standby Registered Owners on the related Reset Date, regardless of any deemed tenders made to Remarketing Agent(sAgents; (ii) have not remarketed all such Notesexcept as provided in Section 2.01(e) of this Appendix A, the Notes that have not been remarketed are subject to Special Mandatory Purchase (a "Special Mandatory Purchase") by the Company. The Company is obligated to pay all accrued and unpaid interest, if any, on unremarketed Notes to Failed Remarketing Rate for such Interest Rate Adjustment Date. Payment Class of the principal amount Reset Rate Notes will apply; and (iii) a Reset Period of unremarketed Notes by the Company, and payment of accrued and unpaid interest, if any, by the Company, three months will be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of the Depositary's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Failure by the Company to purchase Notes pursuant to a Special Mandatory Purchase will constitute an Event of Default under the Indenture as set forth in Section 401 hereof in which event the date of such failure shall constitute a date of Maturity established for such Notes and the principal thereof may be declared due and payable in the manner and with the effect provided in the Indenture. Following such failure to pay pursuant to a Special Mandatory Purchase, such Notes will bear interest at the Special Interest Rate as provided for in Section 205 hereof. (b) Optional Redemption on any Interest Rate Adjustment Date. Each Note will be subject to redemption at the option of the Company in whole or in part on any Interest Rate Adjustment Date relating thereto without notice to the holders thereof at a redemption price equal to 100% of the principal amount thereof. (c) Redemption While Notes are in the Long Term Rate Mode. Any Notes in the Long Term Rate Mode are subject to redemption at the option of the Company at the times and upon the terms specified at the time of conversion to or within such Long Term Rate Mode. (d)Class.

Failed Remarketing. Notes not successfully remarketed will be subject to Special Mandatory Purchase by the Company as set forth in Section 210 hereof. Section 210. Purchase and Redemption of Notes (a) Special Mandatory Purchase. Subject to certain exceptions, if on any Interest Rate Adjustment Date for any Notes, the applicable Remarketing Agent and the applicable Standby Remarketing Agent(s) have not remarketed all such Notes, the Notes that have not been remarketed are subject to Special Mandatory Purchase (a "Special Mandatory Purchase") by the Company. The Company is obligated to pay all accrued and unpaid interest, if any, on unremarketed Notes to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes by the Company, and payment of accrued and unpaid interest, if anyIf, by the Company, will be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of the Depositary's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 4:00 p.m., New York City time, on such Interest Rate Adjustment any Remarketing Date, the Remarketing Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price pursuant to the terms and conditions hereof and of the Remarketing Agreement, a Failed Optional Remarketing or Failed Final Remarketing, if occurring during the Final Remarketing Period, shall be deemed to have occurred.Put Right. Failure by Subject to paragraph (b) hereof, if there has not been a Successful Remarketing prior to the end of the Final Remarketing Period, holders of Senior Notes will, subject to this Section 10.05, have the right (the "Put Right") to require the Company to purchase such Senior Notes pursuant on the Purchase Contract Settlement Date, at a price per Senior Note to a Special Mandatory Purchase will constitute an Event of Default under the Indenture as set forth in Section 401 hereof in which event the date of such failure shall constitute a date of Maturity for such Notes and be purchased equal to the principal thereof may be declared due amount of the applicable Senior Note, plus accrued and payable unpaid interest to, but excluding, the Purchase Contract Settlement Date (the "Put Price"). The Put Right of holders of Applicable Ownership Interests in the manner and with the effect provided in the Indenture. Following such failure to pay pursuant to a Special Mandatory Purchase, such Senior Notes will bear interest at the Special Interest Rate as provided for in Section 205 hereof. (b) Optional Redemption on any Interest Rate Adjustment Date. Each Note that are part of Corporate Units will be subject deemed to redemption at be automatically exercised unless such holders (1) prior to 5:00 p.m., New York City time, on the option of second Business Day immediately preceding the Company in whole or in part on any Interest Rate Adjustment Date relating thereto without Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the terms and conditions of Section 5.02(c)(iii) of the Purchase Contract and Pledge Agreement with respect to such settlement, and such holders thereof at shall be deemed to have elected to apply a redemption price portion of the proceeds of the Put Right of the Senior Notes underlying such Applicable Ownership Interests in Senior Notes equal to 100% the Purchase Price against such holders' obligations to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the Purchase Contracts in full satisfaction of such holders' obligations under the Purchase Contracts, and any remaining amount of the principal amount thereof. (c) Redemption While Notes are in the Long Term Rate Mode. Any Notes in the Long Term Rate Mode are subject to redemption at the option Put Price following satisfaction of the related Purchase Contracts will be paid to such holders. The Put Right of a holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the Trustee by such holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company at shall deposit with the times and upon Trustee immediately available funds in an amount sufficient to pay, on the terms specified at Purchase Contract Settlement Date, the time aggregate Put Price of conversion all Separate Senior Notes with respect to or within which a holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such Long Term Rate Mode. (d)amount to the holders of such Separate Senior Notes.

Failed Remarketing. Any Notes not successfully remarketed will be subject to Special Mandatory Purchase. The obligation of the Company to effect a Special Mandatory Purchase of the Notes (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider (as set forth in Section 210 hereofhereinafter defined). Section 210. Purchase and Redemption of Notes (a) Special Mandatory Purchase. Subject to certain exceptionsBy 12:00 o'clock noon, if New York City time, on any the First Interest Rate Adjustment Date for any Notesthis Note, the applicable Remarketing Agent will notify the Liquidity Provider (as hereinafter defined), if any, the Trustee and the applicable Company by telephone or facsimile, confirmed in writing, if it was unable to remarket any principal amount of this Note on such date. In the event that the Company has entered into a Standby Remarketing Agent(sNote Purchase Agreement (as hereinafter defined) have which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider to purchase such unremarketed principal amount of this Note at a price equal to the outstanding unremarketed principal amount hereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not remarketed all in effect on such Notesdate, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Notes that have not been remarketed are subject Company hereby agrees to Special Mandatory Purchase (a "Special Mandatory Purchase") by purchase such unremarketed principal amount of this Note. In either case the Company. The Company is obligated to will pay all accrued and unpaid interest, if any, on unremarketed Notes this Note to such the First Interest Rate Adjustment Date. Payment of the unremarketed principal amount of unremarketed Notes this Note under the circumstances contemplated in this paragraph by the CompanyCompany or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, will shall be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of the DepositaryDTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners beneficial owners of Notes subject such unremarketed principal amount of this Note, prior to Special Mandatory Purchase by 3:00 p.m., New York City time, on such the First Interest Rate Adjustment Date. Failure by For purposes of this Note, the term "Liquidity Provider" means any bank or other credit provider whose obligations such as those under the Standby Note Purchase Agreement are exempt from registration under the Securities Act of 1933, as amended, with long term senior debt ratings from Standard & Poor's Corporation and Moodx'x Xxxestors Service, Inc. at least equal to those of the highest rated senior debt ratings of the Company to purchase Notes pursuant to a Special Mandatory Purchase will constitute an Event as of Default under the Indenture as set forth in Section 401 hereof in which event the date of such failure shall constitute the Standby Note Purchase Agreement, and a date minimum combined capital and surplus of Maturity for such Notes and the principal thereof may be declared due and payable in the manner and at least $50,000,000, that has entered into a Standby Note Purchase Agreement with the effect provided in Company for the Indenture. Following such failure to pay pursuant to a Special Mandatory Purchase, such purpose of purchasing unremarketed Notes will bear interest at the Special Interest Rate as provided for in Section 205 hereof. (b) Optional Redemption on any Interest Rate Adjustment Date. Each , and the term "Standby Note will be subject to redemption at Purchase Agreement" means the option of agreement which the Company in whole or in part on any Interest Rate Adjustment Date relating thereto without notice may, at its option, enter into from time to time with a Liquidity Provider for the holders thereof at a redemption price equal to 100% purpose of the principal amount thereof. (c) Redemption While Notes are in the Long Term Rate Mode. Any Notes in the Long Term Rate Mode are subject to redemption at the option of the Company at the times and upon the terms specified at the time of conversion to or within such Long Term Rate Mode. (d)purchasing unremarketed Notes.

Failed Remarketing. Notes If this Note is not successfully remarketed will remarketed, this Note shall be subject to Special Mandatory Purchase by the Company as set forth in Section 210 hereof. Section 210. Purchase and Redemption of Notes (a) a "Special Mandatory Purchase"). Subject The obligation of the Company to certain exceptionseffect a Special Mandatory Purchase can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, if New York City time, on any Interest Rate Adjustment Date for any Notesthis Note, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the applicable Company by telephone or facsimile, confirmed in writing, if it, or the Standby Remarketing Agent(s) have Agent or Agents were unable to remarket all or a portion of the principal amount of this Note on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider, if any, to purchase this Note at a price equal to the outstanding principal amount hereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not remarketed all in effect on such Notesdate, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Notes that have not been remarketed are subject Company hereby agrees to Special Mandatory Purchase (a "Special Mandatory Purchase") by purchase this Note. In each case, the Company. The Company is obligated to will pay all accrued and unpaid interest, if any, on unremarketed Notes this Note to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes this Note by the CompanyCompany or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, will shall be made by deposit of same-day funds with in the account of the Trustee (or such other account meeting the requirements of the DepositaryDTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners beneficial owners of Notes this Note subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such the related Interest Rate Adjustment Date. Failure by the Company to purchase Notes pursuant to a Special Mandatory Purchase will constitute an Event of Default under the Indenture as set forth in Section 401 hereof in which event the date of such failure shall constitute a date of Maturity for such Notes and the principal thereof may be declared due and payable in the manner and with the effect TRANSFER OR EXCHANGE As provided in the Indenture. Following such failure Indenture and subject to pay pursuant to a Special Mandatory Purchasecertain limitations set forth therein and herein, such Notes will bear interest the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the Special Interest Rate as provided for in Section 205 hereof. (b) Optional Redemption on any Interest Rate Adjustment Date. Each Note will be subject to redemption at the option office or agency of the Company in whole any place where the principal of and premium, if any, and any interest on this Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in part on the form attached hereto, the Company and the Security Registrar or any Interest Rate Adjustment Date relating thereto without transfer agent duly executed, by the registered owner hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Notes are issuable only in fully registered form in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations set forth therein and herein, this Note is exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of any authorized denomination, as requested by the registered owner surrendering the same. No service charge shall be made for any registration of transfer or exchange of this Note, but, subject to certain limitations set forth in the Indenture, the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to the terms of the Indenture, prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the holders thereof at a redemption price equal to 100% of the principal amount thereofcontrary. (c) Redemption While Notes are in the Long Term Rate Mode. Any Notes in the Long Term Rate Mode are subject to redemption at the option of the Company at the times and upon the terms specified at the time of conversion to or within such Long Term Rate Mode. (d)REDEMPTION AND ACCELERATION 57

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

Failed Remarketing. Notes not successfully remarketed will be subject to Special Mandatory Purchase by the Company as set forth in Section 210 hereof. Section 210. Purchase and Redemption of Notes (a) Special Mandatory Purchase. Subject to certain exceptionsBy 12:00 o'clock noon, if New York City time, on any Interest Rate Adjustment Date for any NotesDate, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the Company by telephone or facsimile, confirmed in writing, of the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent(s) have Agent were unable to remarket on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider to purchase such unremarketed Notes at a price equal to the outstanding principal amount thereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not remarketed all in effect on such Notesdate, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Notes that have not been remarketed are subject Company hereby agrees to Special Mandatory Purchase (a "Special Mandatory Purchase") by purchase such unremarketed Notes. In each case the Company. The Company is obligated to will pay all accrued and unpaid interest, if any, on unremarketed Notes to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes by the CompanyCompany or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, will shall be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of the DepositaryDTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Failure by the Company to purchase Notes pursuant to a Special Mandatory Section 207. Purchase will constitute an Event and Redemption of Default under the Indenture as set forth in Section 401 hereof in which event the date of such failure shall constitute a date of Maturity for such Notes and the principal thereof may be declared due and payable in the manner and with the effect provided in the Indenture. Following such failure to pay pursuant to a Special Mandatory Purchase, such Notes will bear interest at the Special Interest Rate as provided for in Section 205 hereof. (b) Optional Redemption on any Interest Rate Adjustment Date. Each Note will be subject to redemption at the option of the Company in whole or in part on any Interest Rate Adjustment Date relating thereto without notice to the holders thereof at a redemption price equal to 100% of the principal amount thereof. (c) Redemption While Notes are in the Long Term Rate Mode. Any Notes in the Long Term Rate Mode are subject to redemption at the option of the Company at the times and upon the terms specified at the time of conversion to or within such Long Term Rate Mode. (d)Notes

Failed Remarketing. Notes If, despite using its reasonable efforts, the Remarketing Agent cannot successfully remarketed will be subject remarket the Underlying Preferred Securities or Debentures (other than to Special Mandatory Purchase by the Company as set forth in Section 210 hereof. Section 210. Purchase Company) at a price not less than 100% of the aggregate stated liquidation amount of such Underlying Preferred Securities or 100% of the aggregate principal amount of the Debentures, plus any accumulated and Redemption of Notes unpaid distributions (a) Special Mandatory Purchase. Subject to certain exceptionsincluding deferred distributions, if on any Interest Rate Adjustment Date for any Notes, the applicable Remarketing Agent and the applicable Standby Remarketing Agent(sany) have not remarketed all such Notes, the Notes that have not been remarketed are subject to Special Mandatory Purchase (a "Special Mandatory Purchase") by the Company. The Company is obligated to pay all or accrued and unpaid interest (including any deferred interest) or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, resulting in a Failed Remarketing, the Company will exercise its rights as a secured party to dispose of the Underlying Preferred Securities or Debentures in accordance with the applicable law and satisfy in full, from the proceeds of such disposition, such holder's obligation to purchase Common Stock under the related Purchase Contracts; provided, that if the Company exercises such rights as a secured creditor, any accrued and unpaid distributions (including deferred distributions, if any, ) on unremarketed Notes to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes by the Company, and payment of Underlying Preferred Securities or accrued and unpaid interest (including any deferred interest, if any, by ) in respect of the Company, Debentures will be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of the Depositary's procedures as paid in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date. Failure cash by the Company to purchase Notes pursuant to a Special Mandatory Purchase will constitute an Event the holders of Default under the Indenture as set forth in Section 401 hereof in which event the date record of such failure shall constitute Underlying Preferred Securities or Debentures, as the case may be. The Company will cause a date notice of Maturity for such Notes and Failed Remarketing to be published on the principal thereof may be declared due and payable second Business Day immediately preceding the Purchase Contract Settlement Date by publication in a daily newspaper in the manner English language of general circulation in The City of New York which is expected to be The Wall Street Journal. In addition, the Company will request, not later than seven nor more than 15 calendar days prior to the remarketing date, that the Depositary notify its participants holding Preferred Securities, Income PRIDES and with the effect provided Growth PRIDES of such remarketing, including, in the Indenture. Following such failure case of a Failed Remarketing, the procedures that must be followed if a holder of Preferred Securities or Debentures, as the case may be, wishes to pay pursuant exercise its right to a Special Mandatory Purchaseput its Preferred Securities or Debentures, such Notes will bear interest at as the Special Interest Rate as provided for in Section 205 hereof. (b) Optional Redemption on any Interest Rate Adjustment Date. Each Note will be subject case may be, to redemption at the option of the Company in whole or in part on any Interest Rate Adjustment Date relating thereto without notice to the holders thereof at a redemption price equal to 100% of the principal amount thereof. (c) Redemption While Notes are as described in the Long Term Rate Mode. Any Notes in the Long Term Rate Mode are subject to redemption at the option of the Company at the times and upon the terms specified at the time of conversion to or within such Long Term Rate Mode. (d)Trust Agreement.

Failed Remarketing. Notes If this Note is not successfully remarketed will remarketed, this Note shall be subject to Special Mandatory Purchase by the Company as set forth in Section 210 hereof. Section 210. Purchase and Redemption of Notes (a) a "Special Mandatory Purchase"). Subject The obligation of the Company to certain exceptionseffect a Special Mandatory Purchase can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, if New York City time, on any Interest Rate Adjustment Date for any Notesthis Note, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the applicable Company by telephone or facsimile, confirmed in writing, if it, or the Standby Remarketing Agent(s) have Agent or Agents were unable to remarket all or a portion of the principal amount of this Note on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider, if any, to purchase this Note at a price equal to the outstanding principal amount hereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not remarketed all in effect on such Notesdate, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Notes that have not been remarketed are subject Company hereby agrees to Special Mandatory Purchase (a "Special Mandatory Purchase") by purchase this Note. In each case, the Company. The Company is obligated to will pay all accrued and unpaid interest, if any, on unremarketed Notes this Note to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes this Note by the CompanyCompany or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, will shall be made by deposit of same-day funds with in the account of the Trustee (or such other account meeting the requirements of the DepositaryDTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners beneficial owners of Notes this Note subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such the related Interest Rate Adjustment Date. Failure by the Company to purchase Notes pursuant to a Special Mandatory Purchase will constitute an Event of Default under the Indenture as set forth in Section 401 hereof in which event the date of such failure shall constitute a date of Maturity for such Notes and the principal thereof may be declared due and payable in the manner and with the effect TRANSFER OR EXCHANGE As provided in the Indenture. Following such failure Indenture and subject to pay pursuant to a Special Mandatory Purchasecertain limitations set forth therein and herein, such Notes will bear interest the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the Special Interest Rate as provided for in Section 205 hereof. (b) Optional Redemption on any Interest Rate Adjustment Date. Each Note will be subject to redemption at the option office or agency of the Company in whole any place where the principal of and premium, if any, and any interest on this Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in part on the form attached hereto, the Company and the Security Registrar or any Interest Rate Adjustment Date relating thereto without transfer agent duly executed, by the registered owner hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Notes are issuable only in fully registered form in denominations of $100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations set forth therein and herein, this Note is exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of any authorized denomination, as requested by the registered owner surrendering the same. No service charge shall be made for any registration of transfer or exchange of this Note, but, subject to certain limitations set forth in the Indenture, the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Subject to the terms of the Indenture, prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the holders thereof at a redemption price equal to 100% of the principal amount thereofcontrary. (c) Redemption While Notes are in the Long Term Rate Mode. Any Notes in the Long Term Rate Mode are subject to redemption at the option of the Company at the times and upon the terms specified at the time of conversion to or within such Long Term Rate Mode. (d)REDEMPTION AND ACCELERATION

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