to the holders of the Preferred Securities in exchange for such Preferred Securities, pursuant to the Trust Agreement and the Indenture. From the date hereof, Barclays Capital Inc. ("Barclays") hereby agrees to be bound by the Original Remarketing Agreement as amended hereby. As used in this Agreement, the term "Remarketing Securities" means the Preferred Securities or the Debentures, as applicable, subject to the Remarketing as notified by the Property Trustee, the Unit Agent and the Indenture Trustee, as applicable, on the third Business Day prior to the Remarketing Settlement Date; the term "Remarketing Procedures" means the procedures in connection with the Remarketing of the Remarketing Securities described in the Trust Agreement, the Indenture and this Agreement; and the term "Previous Related Transactions" means any transactions in connection with (i) the redemption of or exchange for or exercise of the Warrants or (ii) elections related to participation in the Remarketing. 2 Capitalized terms used and not defined in this Agreement shall have the meanings assigned to them in the Unit Agreement, the Trust Agreement, the Warrant Agreement and the Guarantee Agreement or, if not therein defined, the Indenture. Section 1. Appointment and Obligations of the Remarketing Agent. (a) The Company and the Trust (together, the "Issuers") hereby appoint Barclays as exclusive remarketing agent (the "Remarketing Agent"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures. (b) The Remarketing Agent agrees to: (i) use its commercially reasonable efforts to remarket the Remarketing Securities deemed tendered to the Remarketing Agent in the Remarketing pursuant to the Remarketing Procedures; (ii) notify the Issuers