Common use of Application of Proceeds in Settlement of Purchase Contracts Clause in Contracts

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Proceeds in the Permitted Investments set forth in Clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section paragraph 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section paragraph 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section paragraph 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section paragraph 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units 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 or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Proceeds in the Permitted Investments set forth in Clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Normal Units (unless if the Applicable Ownership Interests in the Treasury Portfolio has have not replaced the Applicable Ownership Interests in Senior Notes as a component components of such Corporate Normal Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(c)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In such event, upon written direction from the event of a Successful Final RemarketingPurchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent for Final Remarketing. Upon receiving such Pledged Senior Notes, the Remarketing Agent, upon confirmation pursuant to the terms of deposit by the Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Senior Notes. The Remarketing Agent of will deposit the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The , and the Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall consult with the Collateral Agent shall, in consultation with regarding the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, that shall be transferred to the Purchase Contract Agent for distribution to such Holder. Upon If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced Collateral Agent, for the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) benefit of the Purchase Contract Agreement or does notify Company shall, at the Purchase Contract Agent as provided in Section 5.02(e)(i) written direction of the Purchase Contract Agreement of its intention to pay Company, exercise the Purchase Price in cash, but fails to make such payment Company's rights as required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right a secured party with respect to the Pledged Applicable Ownership Interests in Senior Notes that are a component of Corporate Units have elected and the related Pledged Senior Notes in accordance with applicable law or deliver the Pledged Applicable Ownership Interests in Senior Notes and the related Pledged Senior Notes to have a portion of the Proceeds of Company to retain to the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contractsextent permitted by applicable law. Following such set-offaction, the Holder’s 's obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder In the case of a Treasury Stripped Unit or a Corporate Normal Unit (if the Applicable Ownership Interests in the Treasury Portfolio has have replaced the Applicable Ownership Interests in Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred StockNormal Units), as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, promptly after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, in Permitted Investments set forth in Clause clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. (New York City time) on such date date, the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership InterestsInterests in the Treasury Portfolio, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership InterestsInterests in the Treasury Portfolio, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holderssuch Holder. (c) On or prior Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing and, if such Remarketing fails, in any subsequent Remarketing. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing FeeFee (to the extent permitted under the terms of the Remarketing Agreement), the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent, and, in the event of a Failed Final Remarketing, the Custodial Agent for distribution shall deliver such Separate Senior Notes to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Stock Purchase Units (unless the Treasury Portfolio if a Tax Event Redemption has replaced the Senior Notes as a component of such Corporate Unitsnot occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 a.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related Pledged [Subordinated] Notes. Upon written notice of such event from the Purchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged [Subordinated] Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged [Subordinated] Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such Pledged [Subordinated] Notes. The Remarketing Agent will deposit the Proceeds of such remarketing (less $[ ] per each [Subordinated] Note remarketed, which shall be retained by the Remarketing Agent as a fee for its services in the Remarketing) in the Collateral Account, and the Securities Intermediary shall invest the Proceeds of the remarketing in Permitted Investments in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall give written direction to the Collateral Agent specifying the instruction the Collateral Agent shall give to the Securities Intermediary in order to apply a portion of the Proceeds from such remarketing equal to the aggregate principal amount of such Pledged [Subordinated] Note to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts and the balance of the Proceeds from the remarketing, if any, that shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, use commercially reasonable efforts to dispose of the Pledged [Subordinated] Notes in accordance with applicable law and apply the proceeds from such disposition towards such Holder's obligations to pay the Purchase Price for the shares of Common Stock. (b) If a Holder of a Treasury Stock Purchase Unit or a Holder of Stock Purchase Unit (if a Tax Event Redemption has occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(d)(i) of the Purchase Contract Agreement Agreement, or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, has given such notice but fails failed to make such payment as in the manner required by Section 5.02(b)(ii5.02(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged such Applicable Ownership InterestsInterest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, in Permitted Investments set forth in Clause (6) clause 6 of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date (New York City time), the Company shall otherwise instruct the Collateral Agent in writing Securities Intermediary as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged such Applicable Ownership InterestsInterest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged such Applicable Ownership Interests, Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer distribute such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice benefit of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes Holder for distribution to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section paragraph 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section paragraph 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6vi) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section paragraph 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section paragraph 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s 's Put Right with respect to the Senior Notes that are a component of Corporate Units have elected Units. Upon exercise of the Put Right with respect to have such Senior Notes, the Company shall on the Purchase Contract Settlement Date cause the aggregate Put Price with respect to such Senior Notes to be deposited in the Collateral Account and the Collateral Agent shall cause the Securities Intermediary to remit the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right set-off to the Company in full satisfaction of the Holder's obligations under the related Purchase Contract; provided that if the Company shall fail to pay the Put Price when due, the Company shall be deemed to have netted the Holders' obligations to pay the aggregate Purchase Price under such Purchase Contracts against such Holder’s the Company's obligation to pay the aggregate Put Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such the Holders’ ' obligations under the Purchase Contracts. Following such set-offpayment or netting of the Put Price, the Holder’s Holders' obligations to pay the Purchase Price for under the shares of Common Stock or Preferred Stock, as applicable, Purchase Contracts will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer deliver the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise portion, if any, of the Put Right Price in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A If a Holder of a Treasury Unit or a Holder of a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.02(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, in the Permitted Investments set forth in Clause clause (6vi) of the definition of Permitted Investments, unless prior to 10:30 a.m. (New York City time) on such date date, the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing and, if such Remarketing fails, in any subsequent Remarketing. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c4.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing FeeFee (to the extent permitted under the terms of the Remarketing Agreement), the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent, and, in the event of a Failed Final Remarketing, the Custodial Agent for distribution shall deliver such Separate Senior Notes to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units Income PACS (unless the Treasury Portfolio a Successful Initial Remarketing or a Tax Event Redemption has replaced the Senior Notes as a component of such Corporate Unitsoccurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing remarketing of the related Pledged Senior Notes. In Upon written notice of such event from the event of a Successful Final RemarketingPurchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Notes, the Remarketing Agent, upon confirmation pursuant to the terms of deposit by the Remarketing Agreement, will use reasonable efforts to remarket such Pledged Notes. The Remarketing Agent of will deposit the Proceeds of such Final Secondary Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The , and the Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall give written direction to the Collateral Agent shall, in consultation with specifying the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketingremarketing, if any, that shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. Upon . (i) the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Final Remarketing, each Secondary Remarketing or (ii) a Holder of Corporate Units Income PACS has given notice of its intention to make a Cash Settlement in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement, but failed to deliver the required cash prior to 11:00 a.m. (unless New York City time) on the Treasury Portfolio Business Day immediately preceding the Purchase Contract Settlement Date, thus, in each case, resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, exercise its rights as a secured party with respect to the Pledged Notes and use commercially reasonable efforts to dispose of the Pledged Notes in accordance with applicable law and apply the proceeds from such disposition in full satisfaction of such Holder's obligations to pay the Purchase Price for the shares of Common Stock. (b) If a Holder of a Growth PACS or a Holder of Income PACS (if a Tax Event Redemption or a Successful Initial Remarketing has replaced the Senior Notes represented by such Corporate Unitsoccurred) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement Agreement, or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, has given such notice but fails failed to make such payment as in the manner required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, in the Permitted Investments set forth in Clause (6) clause 6 of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date (New York City time), the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to Holderssuch Holder. (c) On Under the Remarketing Agreement and subject to the terms of any supplemental remarketing agreement, on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fifth second Business Day immediately preceding the applicable Initial Remarketing Date or the Secondary Remarketing Date, as applicable, but no earlier than the Payment Date immediately preceding such the date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes Notes, along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the applicable Initial Remarketing Date or the Secondary Remarketing Date, as applicable, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on On the Business Day immediately preceding Initial Remarketing Date or the applicable Secondary Remarketing Date, as applicable, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn pursuant to the terms hereof prior to such date. In the event of a Successful Remarketing, after After deducting the Remarketing FeeFee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders benefit of the remarketed Separate Senior Notes, in accordance with their respective interestssuch Holders. In the event of a Failed Initial Remarketing or a Failed Secondary Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution redelivery to the appropriate such Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Hybrid Capital Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(c)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, Ordinary Shares to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior NotesConvertible Preferred Shares. In such event, upon written direction from the event of a Successful Final RemarketingPurchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes Convertible Preferred Shares to the Remarketing Agent for Remarketing. Upon receiving such Pledged Convertible Preferred Shares, the Remarketing Agent, upon confirmation pursuant to the terms of deposit by the Remarketing Agreement, will use its commercially reasonable efforts to remarket such Pledged Convertible Preferred Shares. The Remarketing Agent of will deposit the Proceeds of such Final Remarketing (lessRemarketing, to the extent permitted by the Remarketing Agreement, after deducting the Remarketing Fee) , in the Collateral Account. The , and the Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall consult with the Collateral Agent shall, in consultation with regarding the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount liquidation preference of such Pledged Senior Notes Convertible Preferred Shares, less the amount of any Deferred Contract Adjustment Payments payable to such Holder on the Purchase Contract Settlement Date, to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, Ordinary Shares under the related Purchase Contracts and to remit the Contracts. The balance of the Proceeds from the Final Remarketing, if any, that shall be transferred to the Purchase Contract Agent for distribution to such Holder. Upon If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Final Remarketing, each Holder Remarketing and an event of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected default shall have occurred with respect to make an effective Cash Settlement by notifying the any Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent Contracts as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii5.02(e)(iv) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right the Collateral Agent, for the benefit of the Company shall, on the Purchase Contract Settlement Date, at the written direction of the Company, exercise the Company's rights as a secured party with respect to the Senior Notes that are a component of Corporate Units have elected related Pledged Convertible Preferred Shares in accordance with applicable law or deliver such Pledged Convertible Preferred Shares to have a portion of such person or persons as the Proceeds of Company may direct to retain to the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contractsextent permitted by applicable law. Following such set-offaction, the Holder’s obligations of the Holder of such Pledged Convertible Preferred Shares to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, Ordinary Shares under its Purchase Contract will be deemed to be satisfied in full, and the Collateral Purchase Contract Agent shall cause the Securities Intermediary provide to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes Agent, on behalf of such Holders, consents to the Companyextent required under Section 9-620 of the UCC in order to give effect to the provisions of this paragraph. Thereafter, If the Collateral Agent shall promptly remit the remaining Proceeds exercises such rights with respect to such Pledged Convertible Preferred Shares, any accumulated and unpaid dividends on such Pledged Convertible Preferred Shares, including any accrued and unpaid dividends as of the Holder’s exercise of Purchase Contract Settlement Date, and the Put Right in excess of Intrinsic Value (or such greater amount as required under the aggregate Purchase Price for UCC), if any, shall become payable by the shares of Common Stock or Preferred Stock, as applicable, to be issued under Company (and the Company shall pay such Purchase Contracts amounts) to the Purchase Contract Agent for payment to the Holder of the Corporate Hybrid Capital Units to which such Senior Notes Pledged Convertible Preferred Shares relate. (b) A Holder In the case of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptlypromptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest apply the Cash Proceeds in the Permitted Investments set forth in Clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date the Company shall otherwise instruct the Collateral Agent in writing maturing Pledged Treasury Securities as to the type of Permitted Investments in which any Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment directionfollows. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds exceed the aggregate Purchase Price of the Purchase Contracts being settled thereby, less the amount of any Deferred Contract Adjustment Payments payable to such Holder on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holderssuch Holder. (c) On or prior Prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fifth Business Trading Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes Convertible Preferred Shares may elect to have their Separate Senior Notes Convertible Preferred Shares remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes Convertible Preferred Shares along with a notice of such election, substantially in the form of Exhibit F D hereto, to the Collateral Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Convertible Preferred Shares remarketed in such Remarketing. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes Convertible Preferred Shares in an account separate from the Collateral Account in which the Pledged Securities shall be held. Holders of Separate Senior Notes Convertible Preferred Shares electing to have their Separate Senior Notes Convertible Preferred Shares remarketed will also have the right to withdraw that election by written notice to the Collateral Custodial Agent, substantially in the form of Exhibit G E hereto, on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fifth Business Trading Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes Convertible Preferred Shares to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Trading Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount liquidation preference of the Separate Senior Notes Convertible Preferred Shares to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes Convertible Preferred Shares delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing FeeFee (to the extent permitted under the terms of the Remarketing Agreement), the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior NotesConvertible Preferred Shares, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes Convertible Preferred Shares to the Custodial Agent, and, in the event of a Failed Remarketing, the Custodial Agent for distribution shall deliver such Separate Convertible Preferred Shares to the appropriate Holders. (d) The Purchase Contract Agent, on behalf of itself and the Holders, acknowledges and irrevocably agrees that any Remarketing of the Convertible Preferred Shares shall not constitute a foreclosure of the Pledge of or other exercise of default remedies with respect to the Convertible Preferred Shares within the meaning of the Code, but rather shall constitute a voluntary sale of the Convertible Preferred Shares by and on behalf of the Holders and the Purchase Contract Agent.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Proceeds in the Permitted Investments set forth in Clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate PEPS Units (unless the Treasury Portfolio if neither a Tax Event Redemption nor a Successful Initial Remarketing has replaced the Senior Notes as a component of such Corporate Unitsoccurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.03(a)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds proceeds of the Final Remarketing remarketing of the related Pledged Senior Preferred Securities or Pledged Subordinated Notes. In Upon notice of such event from the event of a Successful Final RemarketingPurchase Contract Agent, the Collateral Agent shall shall, by 11:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of PEPS Units, instruct the Securities Intermediary to Transfer the related Pledged Senior Preferred Securities or Pledged Subordinated Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Securities or the Pledged Subordinated Notes, the Remarketing Agent, upon confirmation pursuant to the terms of deposit by the Remarketing Agreement and the Supplemental Remarketing Agreement, will use reasonable efforts to remarket the Pledged Preferred Securities or Pledged Subordinated Notes on the Final Remarketing Date at a price of approximately 100.25% (but not less than 100%) of the aggregate Value of such Pledged Preferred Securities or Pledged Subordinated Notes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the aggregate Value of the remarketed Pledged Preferred Securities or Pledged Subordinated Notes from any amount of such proceeds in excess of the aggregate Value of the remarketed Pledged Preferred Securities or Pledged Subordinated Notes, the Remarketing Agent will remit the entire amount of the Proceeds proceeds of such Final Remarketing (less, remarketing to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted InvestmentsAgent. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution shall give written direction to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Proceeds in the Permitted Investments set forth in Clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holders.the

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units Income PACS (unless the Treasury Portfolio a Successful Initial Remarketing or a Tax Event Redemption has replaced the Senior Notes as a component of such Corporate Unitsoccurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(a)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing remarketing of the related Pledged Senior Notes. In Upon written notice of such event from the event of a Successful Final RemarketingPurchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Notes, the Remarketing Agent, upon confirmation pursuant to the terms of deposit by the Remarketing Agreement, will use reasonable efforts to remarket such Pledged Notes. The Remarketing Agent of will deposit the Proceeds of such Final Secondary Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The , and the Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall give written direction to the Collateral Agent shall, in consultation with specifying the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketingremarketing, if any, that shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. Upon If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Final Secondary Remarketing, each thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, exercise its rights as a secured party with respect to the Pledged Notes and use commercially reasonable efforts to dispose of the Pledged Notes in accordance with applicable law and apply the proceeds from such disposition towards such Holder's obligations to pay the Purchase Price for the shares of Common Stock. (b) If a Holder of Corporate Units a Growth PACS or a Holder of Income PACS (unless the Treasury Portfolio if a Tax Event Redemption or a Successful Initial Remarketing has replaced the Senior Notes represented by such Corporate Unitsoccurred) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii5.02(d)(i) of the Purchase Contract Agreement, shall be deemed or has given such notice but failed to have exercised make such Holder’s Put Right with respect to payment in the Senior Notes that are a component manner required by Section 5.02(d)(ii) of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Agreement, such Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged such Applicable Ownership InterestsInterests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or such Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, in Permitted Investments set forth in Clause (6) clause 6 of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date (New York City time), the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged such Applicable Ownership InterestsInterests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged such Applicable Ownership Interests, Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to Holderssuch Holder. (c) On Under the Remarketing Agreement and subject to the terms of the Supplemental Remarketing Agreement, on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding Initial Remarketing Date or the applicable Secondary Remarketing Date, as applicable, but no earlier than the Payment Date immediately preceding such the date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes Notes, along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the applicable Initial Remarketing Date or the Secondary Remarketing Date, as applicable, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on On the Business Day immediately preceding Initial Remarketing Date or the applicable Secondary Remarketing Date, as applicable, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn pursuant to the terms hereof prior to such date. In the event of a Successful Remarketing, after After deducting the Remarketing FeeFee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders benefit of the remarketed Separate Senior Notes, in accordance with their respective interestssuch Holders. In the event of a Failed Initial Remarketing or a Failed Secondary Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution redelivery to the appropriate such Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section paragraph 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section paragraph 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section paragraph 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section paragraph 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Proceeds in the Permitted Investments set forth in Clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section paragraph 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section paragraph 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section paragraph 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section paragraph 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s 's Put Right with respect to the Senior Notes that are a component of Corporate Units have elected Units. Upon exercise of the Put Right with respect to have such Senior Notes, the Company shall on the Purchase Contract Settlement Date cause the aggregate Put Price with respect to such Senior Notes to be deposited in the Collateral Account and the Collateral Agent shall cause the Securities Intermediary to remit the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right set-off to the Company in full satisfaction of the Holder's obligations under the related Purchase Contract; provided that if the Company shall fail to pay the Put Price when due, the Company shall be deemed to have netted the Holders' obligations to pay the aggregate Purchase Price under such Purchase Contracts against such Holder’s the Company's obligation to pay the aggregate Put Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such the Holders’ ' obligations under the Purchase Contracts. Following such set-offpayment or netting of the Put Price, the Holder’s Holders' obligations to pay the Purchase Price for under the shares of Common Stock or Preferred Stock, as applicable, Purchase Contracts will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer deliver the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise portion, if any, of the Put Right Price in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A If a Holder of a Treasury Unit or a Holder of a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.02(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, in the Permitted Investments set forth in Clause clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. (New York City time) on such date date, the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent, and, in the event of a Failed Final Remarketing, the Custodial Agent for distribution shall deliver such Separate Senior Notes to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section paragraph 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section paragraph 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section paragraph 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section paragraph 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s 's Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s 's obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ ' obligations under the Purchase Contracts. Following such set-off, the Holder’s 's obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s 's exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Proceeds in the Permitted Investments set forth in Clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i5.02(c)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i5.02(c)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(iiparagraph 5.02(c)(iv) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes underlying such Applicable Ownership Interest in Senior Notes that are a component of Corporate Units have elected as described in Section 5.02(b)(i) of the Purchase Contract Agreement. Upon exercise of the Put Right with respect to have such Senior Notes, the Company shall on the Purchase Contract Settlement Date cause the aggregate Put Price with respect to such Senior Notes to be deposited in the Collateral Account and the Collateral Agent shall cause the Securities Intermediary to remit the Purchase Price for the shares of Common Stock (or, in the circumstances described in Section 5.08 of the Purchase Contract Agreement, shares of Series A Preferred Stock) to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right set-off to the Company in full satisfaction of the Holder’s obligations under the related Purchase Contract; provided that if the Company shall fail to pay the Put Price when due, the Company shall be deemed to have netted the Holders’ obligations to pay the aggregate Purchase Price under such Purchase Contracts against such Holderthe Company’s obligation to pay the aggregate Put Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such the Holders’ obligations under the Purchase Contracts. Following such set-offpayment or netting of the Put Price, the Holder’s Holders’ obligations to pay the Purchase Price for under the shares of Common Stock or Preferred Stock, as applicable, Purchase Contracts will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes underlying such Applicable Ownership Interests in Senior Notes from the Collateral Account and shall promptly transfer the Pledged Transfer such Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise portion, if any, of the Put Right Price, including but not limited to accrued interest from, and including, May 15, 2011 to, but excluding, May 17, 2011, in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. For the avoidance of doubt, the Collateral Agent shall retain the May 15, 2011 payment with respect to the Senior Notes for which the Put Right has been exercised and distribute such payment on May 17, 2011 in accordance with the immediately preceding sentence. (b) A If a Holder of a Treasury Unit or a Holder of a Corporate Unit (if the Applicable Ownership Interest in the Treasury Portfolio has replaced the Applicable Ownership Interest in Senior Notes as a component of such Corporate Unit) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(c)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.02(c)(iv) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or (or, in the circumstances described in Section 5.08 of the Purchase Contract Agreement, shares of Series A Preferred Stock, as applicable, ) to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership InterestsInterests in the Treasury Portfolio, as the case may be. Promptly, after 11:00 a.m. (New York City time) Upon the maturity of the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio held by the Securities Intermediary on or prior to the Business Day immediately prior to preceding the Purchase Contract Settlement Date, the principal amount of the Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio received by the Collateral Agent shall invest the Proceeds be invested promptly in the Permitted Investments set forth in Clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any Proceeds shall be invested. In no event shall the Collateral Agent or the Holders be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership InterestsInterests in the Treasury Portfolio, as the case may be, and the Proceeds from such Permitted Investments to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership InterestsInterests in the Treasury Portfolio, as the case may be, and the investment earnings Proceeds from the investment in such Permitted Investments exceeds exceed the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct cause the Securities Intermediary to transfer distribute such excess, when received, excess to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent Holder of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketingrelated Treasury Units or Corporate Units, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holderswhen received.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless if the Treasury Portfolio has not replaced the Senior Notes as a component of represented by such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(c)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Settlement Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, Agent upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to the Company to satisfy in full such Holder’s 's obligations to pay the Purchase Settlement Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Final Remarketing, each the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, exercise the Company's rights as a secured party with respect to the Pledged Notes in accordance with applicable law or deliver the Pledged Notes to the Company to retain to the extent permitted by applicable law. Whether or not the Company directs the Collateral Agent to take either such action, the Holder's obligations to pay the Stated Amount for the shares of Common Stock will be deemed to be satisfied in full. (b) If a Holder of a Treasury Unit or a Holder of a Corporate Units Unit (unless if the Treasury Portfolio has replaced the Senior Notes represented by such Corporate UnitsUnit) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii5.02(f)(i) of the Purchase Contract Agreement, shall be deemed or has given such notice but failed to have exercised make such Holder’s Put Right with respect to payment in the Senior Notes that are a component manner required by Section 5.02(f)(ii) of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Agreement, such Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to invest the Cash Proceeds of the maturing Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, in the Permitted Investments set forth in Clause clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. (New York City time) on such date date, the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Settlement Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holderssuch Holder. (c) On or prior Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing and, if such Remarketing fails, in any subsequent Remarketing. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing FeeFee (to the extent permitted under the terms of the Remarketing Agreement), the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent, and, in the event of a Failed Final Remarketing, the Custodial Agent for distribution shall deliver such Separate Senior Notes to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Proceeds in the Permitted Investments set forth in Clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units MEDS (unless the Treasury Portfolio a Successful Initial Remarketing, Successful Interim Remarketing or a Tax Event Redemption has replaced the Senior Notes as a component of such Corporate Unitsoccurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(c)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketingsuch event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Notes, the Remarketing Agent, upon confirmation pursuant to the terms of deposit by the Remarketing Agreement, will use commercially reasonable best efforts to remarket such Pledged Notes. The Remarketing Agent of will deposit the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The , and the Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall consult with the Collateral Agent shall, in consultation with regarding the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketingremarketing, if any, that shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. Upon If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Final Remarketing, each the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, exercise the Company's rights as a secured party with respect to the Pledged Notes and dispose of the Pledged Notes in accordance with applicable law or deliver the Pledged Notes to the Company to retain. Following such action, the Holder's obligations to pay the Purchase Price for the shares of Common Stock will be satisfied in full. (b) If a Holder of a Treasury MEDS or a Holder of Corporate Units MEDS (unless the Treasury Portfolio if a Tax Event Redemption, a Successful Initial Remarketing or a Successful Interim Remarketing has replaced the Senior Notes represented by such Corporate Unitsoccurred) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii5.02(f)(i) of the Purchase Contract Agreement, shall be deemed or has given such notice but failed to have exercised make such Holder’s Put Right with respect to payment in the Senior Notes that are a component manner required by Section 5.02(f)(ii) of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Agreement, such Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, in the Permitted Investments set forth in Clause clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. (New York City time) on such date date, the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to Holderssuch Holder. (c) On or prior Prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fifth Business Day immediately preceding the applicable Initial Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing AgreementAgreement and subject to the terms of any supplemental remarketing agreement, by delivering their Separate Senior Notes Notes, along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Notes remarketed in the Initial Remarketing and, in the case of a Failed Initial Remarketing, in any Interim Remarketing and the Final Remarketing. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Initial Remarketing Date, upon which notice the Custodial Agent shall return such Separate Notes to such Holder. Promptly after 11:00 a.m. on the Business Day immediately preceding the Initial Remarketing Date, any Interim Remarketing Date or the Final Remarketing Date, as applicable, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn pursuant to the terms hereof prior to such date. In the event of a Successful Remarketing, after After deducting the Remarketing FeeFee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders benefit of the remarketed Separate Senior Notes, in accordance with their respective interestssuch Holders. In the event of a Failed Initial Remarketing, a Failed Interim Remarketing or a Failed Final Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent, and, in the event of a Failed Final Remarketing, the Custodial Agent for distribution shall deliver such Separate Notes to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless if the Treasury Portfolio has not replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(c)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In such event, upon written direction from the event of a Successful Final RemarketingPurchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent for Final Remarketing. Upon receiving such Pledged Notes, the Remarketing Agent, upon confirmation pursuant to the terms of deposit by the Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Notes. The Remarketing Agent of will deposit the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The , and the Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall consult with the Collateral Agent shall, in consultation with regarding the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, that shall be transferred to the Purchase Contract Agent for distribution to such Holder. Upon If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Final Remarketing, each the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, exercise the Company's rights as a secured party with respect to the Pledged Notes in accordance with applicable law or deliver the Pledged Notes to the Company to retain to the extent permitted by applicable law. Following such action, the Holder's obligations to pay the Purchase Price for the shares of Common Stock will be deemed to be satisfied in full. (b) If a Holder of a Treasury Unit or a Holder of a Corporate Units Unit (unless if the Treasury Portfolio has replaced the Senior Notes represented by as a component of such Corporate UnitsUnit) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii5.02(f)(i) of the Purchase Contract Agreement, shall be deemed or has given such notice but failed to have exercised make such Holder’s Put Right with respect to payment in the Senior Notes that are a component manner required by Section 5.02(f)(ii) of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Agreement, such Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, in the Permitted Investments set forth in Clause clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. (New York City time) on such date date, the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holderssuch Holder. (c) On or prior Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Notes remarketed in such Remarketing and, if such Remarketing fails, in any subsequent Remarketing. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing FeeFee (to the extent permitted under the terms of the Remarketing Agreement), the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent, and, in the event of a Failed Final Remarketing, the Custodial Agent for distribution shall deliver such Separate Notes to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate PEPS Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii5.02(a)(i) of the Purchase Contract Agreement, or has given such notice but failed to deliver the required Cash prior to 11:00 a.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, Shares to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing remarketing of the related Pledged Senior NotesPreferred Shares. In Upon written notice of such event from the event of a Successful Final RemarketingPurchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes Preferred Shares to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Shares, the Remarketing Agent, upon confirmation pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such Pledged Preferred Shares. The Remarketing Agent will deposit the Proceeds of such remarketing (less $0.125 per each Preferred Share remarketed, which shall be retained by the Remarketing Agent of as a fee for its services in the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing FeeRemarketing) in the Collateral Account. The , and the Collateral Agent shall shall, at the written direction of the Company, instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing remarketing in Permitted Investments set forth in clause (6) 6 of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall give written direction to the Collateral Agent shall, in consultation with specifying the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing remarketing equal to the aggregate principal amount liquidation preference of such Pledged Senior Notes the Preferred Shares to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, Shares under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketingremarketing, if any, that shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. Upon If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Final Remarketing, each Holder of Corporate Units Remarketing that does not fall within clause (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(iiv) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided defintion of "Termination Event," thus resulting in Section 5.02(e)(i) an event of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii) of default under the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion Collateral Agent, for the benefit of the Proceeds Company shall, at the written direction of the Put Right set-off against Company, use commercially reasonable efforts to dispose of the Pledged Preferred Shares in accordance with applicable law and apply the proceeds from such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units disposition in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s 's obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relateShares. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Proceeds in the Permitted Investments set forth in Clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate MEDS Units (unless the Treasury Portfolio if a Tax Event Redemption has replaced the Senior Notes as a component of such Corporate Unitsnot occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 a.m. (New York City time) on the fifth Business Day immediately preceding _______, 2004, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related Pledged Preferred Securities or Pledged Subordinated Deferrable Notes. Upon written notice of such event from the Purchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Preferred Securities or Pledged Subordinated Deferrable Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Securities or Pledged Subordinated Deferrable Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such Pledged Preferred Securities or Pledged Subordinated Deferrable Notes. The Remarketing Agent will deposit the Proceeds of such remarketing (less $0.0625 per each Preferred Security remarketed, which shall be retained by the Remarketing Agent as a fee for its services in the Remarketing) in the Collateral Account, and the Securities Intermediary shall invest the Proceeds of the remarketing in Permitted Investments in clause 6 of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall give written direction to the Collateral Agent specifying the instruction the Collateral Agent shall give to the Securities Intermediary in order to apply a portion of the Proceeds from such remarketing equal to the aggregate liquidation amount of the Preferred Securities or aggregate principal amount of such Pledged Subordinated Deferrable Note to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts and the balance of the Proceeds from the remarketing, if any, that shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, use commercially reasonable efforts to dispose of the Pledged Preferred Securities or Pledged Subordinated Deferrable Notes in accordance with applicable law and apply the proceeds from such disposition towards such Holder's obligations to pay the Purchase Price for the shares of Common Stock. (b) If a Holder of a Treasury MEDS Unit or a Holder of MEDS Unit (if a Tax Event Redemption has occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(d)(i) of the Purchase Contract Agreement Agreement, or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, has given such notice but fails failed to make such payment as in the manner required by Section 5.02(b)(ii5.02(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged such Applicable Ownership InterestsInterest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, in Permitted Investments set forth in Clause (6) clause 6 of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date (New York City time), the Company shall otherwise instruct the Collateral Agent in writing Securities Intermediary as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged such Applicable Ownership InterestsInterest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged such Applicable Ownership Interests, Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer distribute such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice benefit of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes Holder for distribution to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units Income PRIDES (unless the Treasury Portfolio if a Tax Event Redemption has replaced the Senior Notes as a component of such Corporate Unitsnot occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related Pledged Preferred Securities or Pledged Notes. Upon written notice of such event from the Purchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Preferred Securities or Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Securities or Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such Pledged Preferred Securities or Pledged Notes. The Remarketing Agent will deposit the Proceeds of such remarketing (less an amount not exceeding $0.125 per each Preferred Security remarketed plus 0.25% of the deferred and unpaid distributions or deferred and unpaid interest thereon, as the case may be, if any, which shall be retained by the Remarketing Agent as a fee for its services in the Remarketing) in the Collateral Account, and the Collateral Agent shall invest the Proceeds of the remarketing in Permitted Investments set forth in clause (7) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall give written direction to the Collateral Agent specifying the instruction the Collateral Agent shall give to the Securities Intermediary in order to apply a portion of the Proceeds from such remarketing equal to the aggregate liquidation amount of the Preferred Securities or aggregate principal amount of such Pledged Notes to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts and the balance of the Proceeds from the remarketing, if any, that shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company, shall, at the written direction of the Company, exercise its rights as a secured party with respect to the Pledged Preferred Securities or Pledged Notes and use commercially reasonable efforts to dispose of the Pledged Preferred Securities or Pledged Notes in accordance with applicable law and apply the proceeds from such disposition towards such Holder's obligations to pay the Purchase Price for the shares of Common Stock. (b) If a Holder of a Growth PRIDES or a Holder of Income PRIDES (if a Tax Event Redemption has occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(d)(i) of the Purchase Contract Agreement Agreement, or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, has given such notice but fails failed to make such payment as in the manner required by Section 5.02(b)(ii5.02(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged such Applicable Ownership InterestsInterests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or such Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, in Permitted Investments set forth in Clause clause (67) of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date (New York City time), the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged such Applicable Ownership InterestsInterests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged such Applicable Ownership Interests, Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to Holderssuch Holder. (c) On Under the Remarketing Agreement and subject to the terms of the Supplemental Remarketing Agreement, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Purchase Contract Settlement Date, but no earlier than the Payment Date immediately preceding such datethe Purchase Contract Settlement Date, Holders of Separate Senior Notes Preferred Securities or Separate Notes, as the case may be, may elect to have their Separate Senior Notes Preferred Securities or Separate Notes, as the case may be, remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes Preferred Securities or Separate Notes, as the case may be, along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes Preferred Securities or Separate Notes, as the case may be, in an account separate from the Collateral Account in which the Pledged Securities shall be held. Holders of Separate Senior Notes Preferred Securities or Separate Notes, as the case may be, electing to have their Separate Senior Notes Preferred Securities or Separate Notes, as the case may be, remarketed will also have the right to withdraw that election by written notice to the Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice Purchase Contract Settlement Date On the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the applicable Remarketing Purchase Contract Settlement Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate Stated Amount of the Separate Preferred Securities or the aggregate principal amount of the Separate Senior Notes Notes, as the case may be, to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Senior Notes Preferred Securities or Separate Notes, as the case may be, delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn pursuant to the terms hereof prior to such date. In the event of a Successful Remarketing, after After deducting the Remarketing FeeFee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders benefit of the remarketed Separate Senior Notes, in accordance with their respective interestssuch Holders. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes Preferred Securities or Separate Notes, as the case may be, to the Custodial Agent for distribution redelivery to the appropriate such Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Income Equity Units (unless the Treasury Portfolio a Successful Initial Remarketing, a Successful Secondary Remarketing or a Tax Event Redemption has replaced the Senior Notes as a component of such Corporate Unitsoccurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing remarketing of the related Pledged Senior Notes. In Upon written notice of such event from the event of a Successful Final RemarketingPurchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Notes, the Remarketing Agent, upon confirmation pursuant to the terms of deposit by the Remarketing Agreement, will use reasonable efforts to remarket such Pledged Notes. The Remarketing Agent of will deposit the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The , and the Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall give written direction to the Collateral Agent shall, in consultation with specifying the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketingremarketing, if any, that shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. Upon . (i) the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Final Remarketing, each Remarketing or (ii) a Holder of Corporate Income Equity Units has given notice of its intention to make a Cash Settlement in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement, but failed to deliver the required cash prior to 11:00 a.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, thus, in each case, resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, exercise its rights as a secured party with respect to the Pledged Notes and use commercially reasonable efforts to dispose of the Pledged Notes in accordance with applicable law and apply the proceeds from such disposition in full satisfaction of such Holder's obligations to pay the Purchase Price for the shares of Common Stock. (b) If a Holder of Growth Equity Units or a Holder of Income Equity Units (unless the Treasury Portfolio if a Tax Event Redemption, a Successful Initial Remarketing or a Successful Secondary Remarketing has replaced the Senior Notes represented by such Corporate Unitsoccurred) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement Agreement, or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, has given such notice but fails failed to make such payment as in the manner required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, in the Permitted Investments set forth in Clause (6) clause 6 of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date (New York City time), the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to Holderssuch Holder. (c) On Under the Remarketing Agreement and subject to the terms of any supplemental remarketing agreement, on or prior to 5:00 p.m. 11:00 a.m. (New York City time) on the fifth second Business Day immediately preceding the applicable Initial Remarketing Date, but no earlier than the Payment Secondary Remarketing Date immediately preceding such dateor the Final Remarketing Date, as applicable, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes Notes, along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the applicable Initial Remarketing Date, the Secondary Remarketing Date or the Final Remarketing Date, as applicable, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on On the Business Day immediately preceding the applicable Initial Remarketing Date, the Secondary Remarketing Date or the Final Remarketing Date, as applicable, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn pursuant to the terms hereof prior to such date. In the event of a Successful Remarketing, after After deducting the Remarketing FeeFee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders benefit of the remarketed Separate Senior Notes, in accordance with their respective interestssuch Holders. In the event of a Failed Initial Remarketing, a Failed Secondary Remarketing or a Failed Final Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution redelivery to the appropriate such Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s 's Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s 's obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ ' obligations under the Purchase Contracts. Following such set-off, the Holder’s 's obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s 's exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Proceeds in the Permitted Investments set forth in Clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless if the Treasury Portfolio has not replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(c)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In such event, upon written direction from the event of a Successful Final RemarketingPurchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent for Final Remarketing. Upon receiving such Pledged Notes, the Remarketing Agent, upon confirmation pursuant to the terms of deposit by the Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Notes. The Remarketing Agent of will deposit the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The , and the Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall consult with the Collateral Agent shall, in consultation with regarding the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes Notes, less the amount of any Deferred Contract Adjustment Payments payable to such Holder on the Purchase Contract Settlement Date, to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, that shall be transferred to the Purchase Contract Agent for distribution to such Holder. Upon If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced Collateral Agent, for the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) benefit of the Purchase Contract Agreement or does notify Company shall, at the Purchase Contract Agent as provided in Section 5.02(e)(i) written direction of the Purchase Contract Agreement of its intention to pay Company, exercise the Purchase Price in cash, but fails to make such payment Company's rights as required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right a secured party with respect to the Senior Pledged Notes that are a component of Corporate Units have elected in accordance with applicable law or deliver the Pledged Notes to have a portion of the Proceeds of Company to retain to the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contractsextent permitted by applicable law. Following such set-offaction, the Holder’s 's obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder In the case of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock), as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptlypromptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, in the Permitted Investments set forth in Clause clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. (New York City time) on such date date, the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, less the amount of any Deferred Contract Adjustment Payments payable to such Holder on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holderssuch Holder. (c) On or prior Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Notes remarketed in such Remarketing and, if such Remarketing fails, in any subsequent Remarketing. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing FeeFee (to the extent permitted under the terms of the Remarketing Agreement), the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent, and, in the event of a Failed Final Remarketing, the Custodial Agent for distribution shall deliver such Separate Notes to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Stock Purchase Units (unless if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Treasury Portfolio 19 Purchase Contract Agent in the manner provided for in Section 5.02(a)(i) in the Purchase Contract Agreement, or has replaced given such notice but failed to deliver the Senior required cash prior to 11:00 a.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related Pledged Preferred Securities or Pledged [Subordinated] Notes. Upon written notice of such event from the Purchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Preferred Securities or Pledged [Subordinated] Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Securities or Pledged [Subordinated] Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such Pledged Preferred Securities or Pledged [Subordinated] Notes. The Remarketing Agent will deposit the Proceeds of such remarketing (less $[0.0625] per each Preferred Security remarketed, which shall be retained by the Remarketing Agent as a component fee for its services in the Remarketing) in the Collateral Account, and the Securities Intermediary shall invest the Proceeds of the remarketing in Permitted Investments in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall give written direction to the Collateral Agent specifying the instruction the Collateral Agent shall give to the Securities Intermediary in order to apply a portion of the Proceeds from such remarketing equal to the aggregate liquidation amount of the Preferred Securities or aggregate principal amount of such Corporate UnitsPledged [Subordinated] Note to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts and the balance of the Proceeds from the remarketing, if any, that shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, use commercially reasonable efforts to dispose of the Pledged Preferred Securities or Pledged [Subordinated] Notes in accordance with applicable law and apply the proceeds from such disposition towards such Holder's obligations to pay the Purchase Price for the shares of Common Stock. (b) If a Holder of a Treasury Stock Purchase Unit or a Holder of Stock Purchase Unit (if a Tax Event Redemption has occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(d)(i) of the Purchase Contract Agreement Agreement, or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, has given such notice but fails failed to make such payment as in the manner required by Section 5.02(b)(ii5.02(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged such Applicable Ownership InterestsInterest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, in Permitted Investments set forth in Clause (6) clause 6 of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date (New York City time), the Company shall otherwise instruct the Collateral Agent in writing Securities Intermediary as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged such Applicable Ownership InterestsInterest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged such Applicable Ownership Interests, Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer distribute such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice benefit of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes Holder for distribution to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In such event, upon written direction from the Purchase Contract Agent, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Notes. The Remarketing Agent will deposit the Proceeds of such Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account, and the Collateral Agent shall invest the Proceeds of the Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall consult with the Collateral Agent shall, in consultation with regarding the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes Notes, less the amount of any Deferred Contract Adjustment Payments payable to such Holder on the Purchase Contract Settlement Date, to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, that shall be transferred to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i5.02(b)(i) or Section 5.02(d)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i5.02(b)(i) or Section 5.02(d)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Sections 5.02(b)(ii) or Section 5.02(e)(ii5.02(d)(ii) of the Purchase Contract Agreement, as applicable, shall be deemed to have exercised such Holder’s 's Put Right with respect to the Senior such Notes that are a component of Corporate Units have elected Units. Upon exercise of the Put Right with respect to have the Notes, the Company shall on the Purchase Contract Settlement Date cause the aggregate Put Price with respect to such Notes to be deposited in the Collateral Account and the Collateral Agent shall cause the Securities Intermediary to remit the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units Company in full satisfaction of such Holders’ Holder's obligations under the related Purchase Contract; provided that if the Company shall fail to pay the Put Price when due, the Company shall be deemed to have netted such Holder's obligations to pay the aggregate Purchase Price under such Purchase Contracts against the Company's obligation to pay the Put Price in full satisfaction of such Holder's obligations under the Purchase Contracts. Following such set-offpayment or netting of the Put Price, the such Holder’s 's obligations to pay the Purchase Price for under the shares of Common Stock or Preferred Stock, as applicable, Purchase Contracts will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer deliver the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise portion, if any, of the Put Right Price in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the such Holder of the Corporate Units to which such Senior Notes relate. If there has been a Failed Remarketing, as soon as practicable after 11:00 a.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, the Collateral Agent shall deliver to the Purchase Contract Agent a notice, stating (i) the amount of Cash that it has received with respect to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it has received with respect to the Cash Settlement of Treasury Units and (iii) the amount of Pledged Notes with respect to which an automatic deemed exercise of the Put Right has occurred pursuant to Section 5.02(c) of the Purchase Contract Agreement. (b) A Holder In the case of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptlypromptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury Securities in the Permitted Investments set forth in Clause clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. (New York City time) on such date date, the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, less the amount of any Deferred Contract Adjustment Payments payable to such Holder on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holderssuch Holder. (c) On or prior Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Notes remarketed in the Remarketing. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. 5:00 p.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing FeeFee (to the extent permitted under the terms of the Remarketing Agreement), the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent, and the Custodial Agent for distribution shall deliver such Separate Notes to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless if the Treasury Portfolio has not replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(c)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In such event, upon written direction from the event of a Successful Final RemarketingPurchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent for Final Remarketing. Upon receiving such Pledged Senior Notes, the Remarketing Agent, upon confirmation pursuant to the terms of deposit by the Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Senior Notes. The Remarketing Agent of will deposit the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The , and the Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall consult with the Collateral Agent shall, in consultation with regarding the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, that shall be transferred to the Purchase Contract Agent for distribution to such Holder. Upon If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Final Remarketing, each the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, exercise the Company's rights as a secured party with respect to the Pledged Senior Notes in accordance with applicable law or deliver the Pledged Senior Notes to the Company to retain to the extent permitted by applicable law. Following such action, the Holder's obligations to pay the Purchase Price for the shares of Common Stock will be deemed to be satisfied in full. (b) If a Holder of a Treasury Unit or a Holder of a Corporate Units Unit (unless if the Treasury Portfolio has replaced the Senior Notes represented by as a component of such Corporate UnitsUnit) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii5.02(f)(i) of the Purchase Contract Agreement, shall be deemed or has given such notice but failed to have exercised make such Holder’s Put Right with respect to payment in the Senior Notes that are a component manner required by Section 5.02(f)(ii) of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Agreement, such Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, in the Permitted Investments set forth in Clause clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. (New York City time) on such date date, the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holderssuch Holder. (c) On or prior Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing and, if such Remarketing fails, in any subsequent Remarketing. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing FeeFee (to the extent permitted under the terms of the Remarketing Agreement), the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent, and, in the event of a Failed Final Remarketing, the Custodial Agent for distribution shall deliver such Separate Senior Notes to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate New PEPS Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii5.03(b)(i) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds proceeds of the Final Remarketing remarketing of the related Pledged Senior Notes. In Upon notice of such event from the event of a Successful Final RemarketingPurchase Contract Agent, the Collateral Agent shall shall, by noon, New York City time, on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of New PEPS Units, instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Notes, the Remarketing Agent, upon confirmation pursuant to the terms of deposit by the Remarketing Agreement and the Supplemental Remarketing Agreement, will use reasonable efforts to remarket the Pledged Notes, and the Separate Notes of holders electing to have their Separate Notes remarketed, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, and, if necessary, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date and, if necessary, on the third Business Day immediately preceding the Purchase Contract Settlement Date at a price of approximately 100.5% (but not less than 100%) of the aggregate Value of such Notes. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (0.25%) of the aggregate Value of the remarketed Notes from any amount of such proceeds in excess of the aggregate Value of the remarketed Notes, the Remarketing Agent will remit the entire amount of the Proceeds proceeds derived from a successful remarketing of such Final Remarketing (less, the Pledged Notes to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted InvestmentsAgent. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall give written direction to the Collateral Agent shall, in consultation with specifying the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing remarketing equal to the aggregate principal amount of such Pledged Senior Notes Note to satisfy in full such Holder’s obligations Obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketingremarketing, if any, that shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. Upon If the Remarketing Agent advises the Collateral Agent in writing that it cannot remarket the related Pledged Notes of such Holders of New PEPS Units at a price not less than 100% of the aggregate Value of such Notes on or prior to the third Business Day immediately preceding the Purchase Contract Settlement Date or if the remarketing shall not have occurred because a condition precedent to the remarketing shall not have been fulfilled, thus resulting in a Failed Final Remarketing, each the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, retain or dispose of the Pledged Notes in accordance with applicable law and satisfy in full, from such retention or disposition, such Holder’s Obligations to pay the Purchase Price for the shares of Common Stock. (b) If a Holder of Corporate Units (unless the a Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that Unit has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii5.03(h)(i) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may beSecurities. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall invest the Cash Proceeds of the maturing Pledged Treasury Securities in the Permitted Investments set forth cash escrow product referred to in Clause clause (62) of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date (New York City time), the Company shall otherwise instruct the Collateral Agent in writing Securities Intermediary as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to Holderssuch Holder. (c) On Pursuant to the Remarketing Agreement and subject to the terms of the Supplemental Remarketing Agreement, on or prior to 5:00 p.m. (New York City time) on the fifth ninth Business Day immediately preceding the applicable Remarketing 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 under the Remarketing Agreement, by delivering their Separate Senior Notes along Notes, together with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. The Collateral Agent, acting as Custodial Agent, Agent shall hold such Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities shall be heldAccount. Holders A Holder of Separate Senior Notes electing to have their its Separate Senior Notes remarketed will also have the right to withdraw that such election by written notice to the Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth seventh Business Day immediately preceding the applicable Remarketing Purchase Contract Settlement Date, upon receipt of which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on On the sixth Business Day immediately preceding the applicable Remarketing Purchase Contract Settlement Date, the Custodial Agent shall notify the Remarketing Agent and the Company of the aggregate principal amount of the Separate Senior Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c5.7(c) and not validly withdrawn pursuant to the terms hereof prior to such date. In the event of a Successful Remarketing, after After deducting the Remarketing FeeFee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds derived from a Successful Remarketing of the Separate Notes for the benefit of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interestsHolders. In the event of a Failed Final Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution redelivery to such Holders. (d) The Purchase Contract Agent, on behalf of itself and the Holders, acknowledges and irrevocably agrees that any remarketing of the Notes on the fifth, fourth and/or third Business Days immediately preceding the Purchase Contract Settlement Date shall not constitute a foreclosure of the Pledge of or other exercise of default remedies with respect to the appropriate HoldersNotes within the meaning of the Code, but rather shall constitute a voluntary sale of the Notes by and on behalf of the Holders and the Purchase Contract Agent.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Stock Purchase Units (unless the Treasury Portfolio if a Tax Event Redemption has replaced the Senior Notes as a component of such Corporate Unitsnot occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 a.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related Pledged Preferred Securities or Pledged [Subordinated] Notes. Upon written notice of such event from the Purchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Preferred Securities or Pledged [Subordinated] Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Securities or Pledged [Subordinated] Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such Pledged Preferred Securities or Pledged [Subordinated] Notes. The Remarketing Agent will deposit the Proceeds of such remarketing (less $[0.0625] per each Preferred Security remarketed, which shall be retained by the Remarketing Agent as a fee for its services in the Remarketing) in the Collateral Account, and the Securities Intermediary shall invest the Proceeds of the remarketing in Permitted Investments in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall give written direction to the Collateral Agent specifying the instruction the Collateral Agent shall give to the Securities Intermediary in order to apply a portion of the Proceeds from such remarketing equal to the aggregate liquidation amount of the Preferred Securities or aggregate principal amount of such Pledged [Subordinated] Note to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts and the balance of the Proceeds from the remarketing, if any, that shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, use commercially reasonable efforts to dispose of the Pledged Preferred Securities or Pledged [Subordinated] Notes in accordance with applicable law and apply the proceeds from such disposition towards such Holder's obligations to pay the Purchase Price for the shares of Common Stock. (b) If a Holder of a Treasury Stock Purchase Unit or a Holder of Stock Purchase Unit (if a Tax Event Redemption has occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(d)(i) of the Purchase Contract Agreement Agreement, or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, has given such notice but fails failed to make such payment as in the manner required by Section 5.02(b)(ii5.02(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged such Applicable Ownership InterestsInterest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, in Permitted Investments set forth in Clause (6) clause 6 of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date (New York City time), the Company shall otherwise instruct the Collateral Agent in writing Securities Intermediary as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged such Applicable Ownership InterestsInterest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged such Applicable Ownership Interests, Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer distribute such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice benefit of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes Holder for distribution to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate PEPS Units (unless the Treasury Portfolio if a Tax Event Redemption has replaced the Senior Notes as a component of such Corporate Unitsnot occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.4(a)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding August 18, 2003, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing remarketing of the related Pledged Preferred Securities or Pledged Senior Deferrable Notes. In Upon notice of such event from the event of a Successful Final RemarketingPurchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Preferred Securities or Pledged Senior Deferrable Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Securities or Pledged Senior Deferrable Notes, the Remarketing Agent, upon confirmation pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such Pledged Preferred Securities or Pledged Senior Deferrable Notes. The Remarketing Agent will deposit the Proceeds of such remarketing (less $0.0625 per each Preferred Security remarketed, which shall be retained by the Remarketing Agent of as a fee for its services in the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing FeeRemarketing) in the Collateral Account. The Collateral Agent shall instruct , and the Securities Intermediary to shall invest the Proceeds of the Final Remarketing remarketing in Permitted Investments set forth in clause (6) 6 of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall give written direction to the Collateral Agent shall, in consultation with specifying the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing remarketing equal to the aggregate liquidation amount of the Preferred Securities or aggregate principal amount of such Pledged Senior Notes Deferrable Note to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketingremarketing, if any, that shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless If the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Remarketing Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Proceeds in the Permitted Investments set forth in Clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date the Company shall otherwise instruct advises the Collateral Agent in writing as to the type that there has been a Failed Remarketing, thus resulting in an event of Permitted Investments in which any Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on default under the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership InterestsAgreement and hereunder, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in for the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent benefit of the aggregate principal amount Company shall, at the written direction of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful RemarketingCompany, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion dispose of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Pledged Preferred Securities or Pledged Senior Deferrable Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (ai) If If, in the case of a Cash Settlement that is not a Cash Merger Event Early Settlement, a Holder of Corporate PEPS Units (unless the Treasury Portfolio if a Tax Event Redemption has replaced the Senior Notes as a component of such Corporate Unitsnot occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(a)(i) of in the Purchase Contract Agreement or does notify has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Agent as provided in Section 5.02(b)(i) Settlement Date, such failure shall constitute an Event of Default under the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, and hereunder and such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing remarketing of the related Pledged Senior Preferred Securities or Pledged Subordinated Deferrable Notes. . (ii) If, in the case of a Cash Settlement that is a Cash Merger Early Settlement, a Holder of PEPS Units (if a Tax Event Redemption has not occurred) has elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(a)(i) in the Purchase Contract Agreement but failed to deliver the required cash prior to 5:00 P.M. (New York City time) on the last Business Day of the applicable Early Settlement Week, such failure shall constitute an Event of Default under the Purchase Contract Agreement and hereunder and such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the sale or redemption of the related Pledged Preferred Securities or Pledged Subordinated Deferrable Notes. (iii) In the case described under paragraph (i) above, upon notice of such event of a Successful Final Remarketingfrom the Purchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Preferred Securities or Pledged Subordinated Deferrable Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Preferred Securities or Pledged Subordinated Deferrable Notes, the Remarketing Agent, upon confirmation pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such Pledged Preferred Securities or Pledged Subordinated Deferrable Notes. The Remarketing Agent will deposit the Proceeds of such remarketing (less $0.125 per each Preferred Security remarketed, which shall be retained by the Remarketing Agent of as a fee for its services in the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing FeeRemarketing) in the Collateral Account. The Collateral Agent shall instruct , and the Securities Intermediary to shall invest the Proceeds of the Final Remarketing remarketing in Permitted Investments set forth in clause (6) 6 of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall give written direction to the Collateral Agent shall, in consultation with specifying the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing remarketing equal to the aggregate liquidation amount of the Preferred Securities or aggregate principal amount of such Pledged Senior Notes Subordinated Deferrable Note to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketingremarketing, if any, that shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. Upon If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Final Remarketing, each thus resulting in a further event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the Pledged Preferred Securities or Pledged Subordinated Deferrable Notes in accordance with applicable law and satisfy in full, from such disposition, such Holder's obligations to pay the Purchase Price for the shares of Common Stock. In the case described under paragraph (ii) of this Section 5.7(a), upon notice of such event from the Purchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to hold such Pledged Preferred Securities or Pledged Subordinated Deferrable Notes until they may be redeemed pursuant to Section 6 of this Agreement and in accordance with the terms of the Declaration or the Fourth Supplemental Indenture, as the case may be, and then to deposit the Proceeds of such redemption in the Collateral Account, and the Purchase Contract Agent shall give written direction to the Collateral Agent specifying the instruction the Collateral Agent shall give to the Securities Intermediary in order to apply a portion of the Proceeds from such redemption equal to the aggregate liquidation amount of such Preferred Securities or aggregate principal amount of such Pledged Subordinated Deferrable Notes to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts and the balance of the Proceeds from the redemption, if any, that shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. (a) If a Holder of Corporate Units a Treasury PEPS Unit or a Holder of a PEPS Unit (unless the Treasury Portfolio if a Tax Event Redemption has replaced the Senior Notes represented by such Corporate Unitsoccurred) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii5.4(d)(i) of the Purchase Contract Agreement, shall be deemed or has given such notice but failed to have exercised make such Holder’s Put Right payment in the manner required by Section 5.02(d)(ii) of the Purchase Contract Agreement, except with respect to the Senior Notes that are a component Cash Merger Early Settlements, such failure shall constitute an Event of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued Default under the Purchase Contracts underlying Contract Agreement and hereunder and such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged such Applicable Ownership InterestsInterest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent Securities Intermediary shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or such Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury portfolios, as the case may be, in Permitted Investments set forth in Clause (6) clause 6 of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date (New York City time), the Company shall otherwise instruct the Collateral Agent in writing Securities Intermediary as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged such Applicable Ownership InterestsInterest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged such Applicable Ownership Interests, Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer distribute such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice benefit of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes Holder for distribution to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section paragraph 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section paragraph 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section paragraph 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section paragraph 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected Units. Upon exercise of the Put Right with respect to have such Senior Notes, the Company shall on the Purchase Contract Settlement Date cause the aggregate Put Price with respect to such Senior Notes to be deposited in the Collateral Account and the Collateral Agent shall cause the Securities Intermediary to remit the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right set-off to the Company in full satisfaction of the Holder’s obligations under the related Purchase Contract; provided that if the Company shall fail to pay the Put Price when due, the Company shall be deemed to have netted the Holders’ obligations to pay the aggregate Purchase Price under such Purchase Contracts against such Holderthe Company’s obligation to pay the aggregate Put Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such the Holders’ obligations under the Purchase Contracts. Following such set-offpayment or netting of the Put Price, the Holder’s Holders’ obligations to pay the Purchase Price for under the shares of Common Stock or Preferred Stock, as applicable, Purchase Contracts will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer deliver the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise portion, if any, of the Put Right Price in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Proceeds in the Permitted Investments set forth in Clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. The Collateral Agent, acting as Custodial Agent, shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for distribution to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced a Successful Remarketing of the Senior Notes as a component of such Corporate Unitshas occurred prior to the Final Remarketing Date) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(c)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketingsuch event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent for Final Remarketing. Upon receiving such Pledged Senior Notes, the Remarketing Agent, upon confirmation pursuant to the terms of deposit by the Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Senior Notes. The Remarketing Agent of will deposit the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The , and the Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall consult with the Collateral Agent shall, in consultation with regarding the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, that shall be transferred to the Purchase Contract Agent for distribution to such Holder. Upon If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Final Remarketing, each the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, exercise the Company's rights as a secured party with respect to the Pledged Senior Notes in accordance with applicable law or deliver the Pledged Senior Notes to the Company to retain. Following such action, the Holder's obligations to pay the Purchase Price for the shares of Common Stock will be deemed to be satisfied in full. (b) If a Holder of a Treasury Unit or a Holder of a Corporate Units Unit (unless if a Special Event Redemption prior to the Treasury Portfolio has replaced Purchase Contract Settlement Date or a Successful Remarketing of the Senior Notes represented by such Corporate Unitsprior to the Final Remarketing Date has occurred) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii5.02(f)(i) of the Purchase Contract Agreement, shall be deemed or has given such notice but failed to have exercised make such Holder’s Put Right with respect to payment in the Senior Notes that are a component manner required by Section 5.02(f)(ii) of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Agreement, such Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the [__] Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, in the Permitted Investments set forth in Clause clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. (New York City time) on such date date, the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holderssuch Holder. (c) On or prior Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes Notes, along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Agent. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing and, if such Remarketing fails, in any subsequent Remarketing. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By Promptly after 11:00 a.m. (New York City time) on the fourth Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn pursuant to the terms hereof prior to such date. In the event of a Successful Remarketing, after After deducting the Remarketing FeeFee (to the extent permitted under the terms of the Remarketing Agreement), the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders benefit of the remarketed Separate Senior Notes, in accordance with their respective interestssuch Holders. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent, and, in the event of a Failed Final Remarketing, the Custodial Agent for distribution shall deliver such Separate Senior Notes to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless if the Treasury Portfolio has not replaced the Senior Notes as a component of represented by such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(c)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Settlement Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent, Agent upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes to the Company to satisfy in full such Holder’s 's obligations to pay the Purchase Settlement Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. Upon If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Final Remarketing, each the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, exercise the Company's rights as a secured party with respect to the Pledged Notes in accordance with applicable law or deliver the Pledged Notes to the Company to retain to the extent permitted by applicable law. Following such action, the Holder's obligations to pay the Purchase Price for the shares of Common Stock will be deemed to be satisfied in full. (b) If a Holder of a Treasury Unit or a Holder of a Corporate Units Unit (unless if the Treasury Portfolio has replaced the Senior Notes represented by such Corporate UnitsUnit) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(e)(ii5.02(f)(i) of the Purchase Contract Agreement, shall be deemed or has given such notice but failed to have exercised make such Holder’s Put Right with respect to payment in the Senior Notes that are a component manner required by Section 5.02(f)(ii) of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Agreement, such Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to invest the Cash Proceeds of the maturing Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, in the Permitted Investments set forth in Clause clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. (New York City time) on such date date, the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Settlement Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holderssuch Holder. (c) On or prior Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing and, if such Remarketing fails, in any subsequent Remarketing. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing FeeFee (to the extent permitted under the terms of the Remarketing Agreement), the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent, and, in the event of a Failed Final Remarketing, the Custodial Agent for distribution shall deliver such Separate Senior Notes to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless if the Treasury Portfolio has not replaced the Senior Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i5.02(c)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(iparagraph 5.02(c)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(iiparagraph 5.02(c)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Notes. In such event, upon written direction from the event of a Successful Final RemarketingPurchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Notes to the Remarketing Agent for Final Remarketing. Upon receiving such Pledged Notes, the Remarketing Agent, upon confirmation pursuant to the terms of deposit by the Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Notes. The Remarketing Agent of will deposit the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The , and the Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall consult with the Collateral Agent shall, in consultation with regarding the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Notes Notes, less the amount of any Deferred Contract Adjustment Payments payable to such Holder on the Purchase Contract Settlement Date, to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, Ordinary Shares under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, that shall be transferred to the Purchase Contract Agent for distribution to such Holder. Upon If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced Collateral Agent, for the Senior Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) benefit of the Purchase Contract Agreement or does notify Company shall, at the Purchase Contract Agent as provided in Section 5.02(e)(i) written direction of the Purchase Contract Agreement of its intention to pay Company, exercise the Purchase Price in cash, but fails to make such payment Company's rights as required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right a secured party with respect to the Senior Pledged Notes that are a component of Corporate Units have elected in accordance with applicable law or deliver the Pledged Notes to have a portion of the Proceeds of Company to retain to the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contractsextent permitted by applicable law. Following such set-offaction, the Holder’s 's obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, Ordinary Shares will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder In the case of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock), as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptlypromptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, in the Permitted Investments set forth in Clause clause (6) of the definition of Permitted Investments, unless prior to 10:30 a.m. (New York City time) on such date date, the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, less the amount of any Deferred Contract Adjustment Payments payable to such Holder on the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holderssuch Holder. (c) On or prior Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Notes remarketed in such Remarketing and, if such Remarketing fails, in any subsequent Remarketing. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Securities 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 Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing FeeFee (to the extent permitted under the terms of the Remarketing Agreement), the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent, and, in the event of a Failed Final Remarketing, the Custodial Agent for distribution shall deliver such Separate Notes to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Subordinated Notes as a component of such Corporate Units) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section paragraph 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section paragraph 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Subordinated Notes. In the event of a Successful Final Remarketing, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Subordinated Notes to the Remarketing Agent, upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Final Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (6vi) of the definition of Permitted Investments. On the Purchase Contract Settlement Date, the Collateral Agent shall, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Final Remarketing equal to the aggregate principal amount of such Pledged Senior Subordinated Notes to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder. . Upon a Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury Portfolio has replaced the Senior Subordinated Notes represented by such Corporate Units) that has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section paragraph 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section paragraph 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s 's Put Right with respect to the Senior Subordinated Notes that are a component of Corporate Units have elected Units. Upon exercise of the Put Right with respect to have such Subordinated Notes, the Company shall on the Purchase Contract Settlement Date cause the aggregate Put Price with respect to such Subordinated Notes to be deposited in the Collateral Account and the Collateral Agent shall cause the Securities Intermediary to remit the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right set-off to the Company in full satisfaction of the Holder's obligations under the related Purchase Contract; provided that if the Company shall fail to pay the Put Price when due, the Company shall be deemed to have netted the Holders' obligations to pay the aggregate Purchase Price under such Purchase Contracts against such Holder’s the Company's obligation to pay the aggregate Put Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such the Holders’ ' obligations under the Purchase Contracts. Following such set-offpayment or netting of the Put Price, the Holder’s Holders' obligations to pay the Purchase Price for under the shares of Common Stock or Preferred Stock, as applicable, Purchase Contracts will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Subordinated Notes from the Collateral Account and shall promptly transfer deliver the Pledged Senior Subordinated Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise portion, if any, of the Put Right Price in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Subordinated Notes relate. (b) A If a Holder of a Treasury Unit or a Holder of a Corporate Unit (if the Treasury Portfolio has replaced the Senior Subordinated Notes as a component of such Corporate Unit) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(d)(i) of the Purchase Contract Agreement, or has given such notice but failed to make such payment in the manner required by Section 5.02(d)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, in the Permitted Investments set forth in Clause clause (6vi) of the definition of Permitted Investments, unless prior to 10:30 a.m. (New York City time) on such date date, the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary to remit the Proceeds of the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged Applicable Ownership Interests, as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Purchase Contract Agent for distribution to Holders. (c) On or prior Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Subordinated Notes may elect to have their Separate Senior Subordinated Notes remarketed under the Remarketing Agreement, by delivering their Separate Senior Subordinated Notes along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Subordinated Notes remarketed in such Remarketing and, if such Remarketing fails, in any subsequent Remarketing. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Subordinated Notes in an account separate from the Collateral Account in which the Pledged Securities shall be held. Holders of Separate Senior Subordinated Notes electing to have their Separate Senior Subordinated Notes remarketed will also have the right to withdraw that election by written notice to the Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Subordinated Notes to such Holder. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Subordinated Notes to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Senior Subordinated Notes delivered to the Custodial Agent pursuant to this Section 5.07(c4.07(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing FeeFee (to the extent permitted under the terms of the Remarketing Agreement), the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Senior Subordinated Notes, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Subordinated Notes to the Custodial Agent, and, in the event of a Failed Final Remarketing, the Custodial Agent for distribution shall deliver such Separate Subordinated Notes to the appropriate Holders.

Application of Proceeds in Settlement of Purchase Contracts. (a) If a Holder of Corporate Units (unless the Treasury Portfolio a Successful Initial Remarketing or a Tax Event Redemption has replaced the Senior Notes as a component of such Corporate Unitsoccurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement or does notify the Purchase Contract Agent as provided in Section 5.02(b)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(b)(ii) of the Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the Final Remarketing of the related Pledged Senior Preferred Securities or Pledged Notes. In Upon written notice of such event from the event of a Successful Final RemarketingPurchase Contract Agent, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related Pledged Senior Preferred Securities or Pledged Notes to the Remarketing Agent for Remarketing. Upon receiving such Pledged Preferred Securities or Pledged Notes, the Remarketing Agent, upon confirmation pursuant to the terms of deposit by the Remarketing Agreement, will use reasonable efforts to Remarket such Pledged Preferred Securities or Pledged Notes. The Remarketing Agent of will deposit the Proceeds of such Final Secondary Remarketing (less, to the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the Collateral Account. The , and the Collateral Agent shall instruct the Securities Intermediary to invest the Proceeds of the Final Remarketing in Permitted Investments set forth in clause (67) of the definition of Permitted Investments, unless prior to 10:30 a.m. (New York City time), the Company shall otherwise instruct the Collateral Agent as to the type of Permitted Investments in which any such Proceeds shall be invested. On the Purchase Contract Settlement Date, the Purchase Contract Agent shall give written direction to the Collateral Agent shall, in consultation with specifying the Purchase Contract Agent, instruct instruction the Collateral Agent shall give to the Securities Intermediary in order to remit apply a portion of the Proceeds from such Final Remarketing equal to the aggregate liquidation amount of the Preferred Securities or aggregate principal amount of such Pledged Senior Notes to satisfy in full such Holder’s 's obligations to pay the Purchase Price to purchase the shares of Common Stock or Preferred Stock, as applicable, under the related Purchase Contracts and to remit the balance of the Proceeds from the Final Remarketing, if any, that shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. Upon . (i) the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Final RemarketingSecondary Remarketing or (ii) a Holder of Corporate Units has given notice of its intention to make a Cash Settlement in the manner provided for in Section 5.02(b)(i) of the Purchase Contract Agreement, but failed to deliver the required cash prior to 11:00 a.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, thus, in each case, resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, exercise its rights as a secured party with respect to the Pledged Notes and use commercially reasonable efforts to dispose of the Pledged Notes in accordance with applicable law and apply the proceeds from such disposition in full satisfaction of such Holder's obligations to pay the Purchase Price for the shares of Common Stock. (b) If a Holder of Corporate Units (unless the if a Tax Event Redemption or a Successful Initial Remarketing has occurred) or a Holder of Treasury Portfolio has replaced the Senior Notes represented by such Corporate Units) that Units has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.02(e)(i) of the Purchase Contract Agreement Agreement, or does notify the Purchase Contract Agent as provided in Section 5.02(e)(i) of the Purchase Contract Agreement of its intention to pay the Purchase Price in cash, has given such notice but fails failed to make such payment as in the manner required by Section 5.02(e)(ii) of the Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Senior Notes that are a component of Corporate Units have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the Purchase Contracts underlying such Corporate Units in full satisfaction of such Holders’ obligations under the Purchase Contracts. Following such set-off, the Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. (b) A Holder of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Senior Notes as a component of such Corporate Unit) shall be deemed to have elected to pay for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts from the Proceeds of the related Pledged Treasury Securities or Pledged such Applicable Ownership InterestsInterests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be. Promptly, after 11:00 a.m. (New York City time) on the Business Day immediately prior to the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds of the maturing Pledged Treasury Securities or such Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, in Permitted Investments set forth in Clause clause (67) of the definition of Permitted Investments, unless prior to 10:30 a.m. on such date (New York City time), the Company shall otherwise instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. Without receiving any instruction from any such Holder, the Collateral Agent shall instruct the Securities Intermediary to remit apply the Proceeds of the related Pledged Treasury Securities or Pledged such Applicable Ownership InterestsInterests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, to the Company in settlement of such Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities or Pledged such Applicable Ownership Interests, Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio as the case may be, and the investment earnings from the investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer distribute such excess, when received, to the Purchase Contract Agent for the benefit of such Holder for distribution to Holderssuch Holder. (c) On Under the Remarketing Agreement and subject to the terms of any supplemental Remarketing Agreement, on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the applicable Initial Remarketing Date or the Secondary Remarketing Date, as the case may be, but no earlier than the Payment Date immediately preceding such datethe Initial Remarketing Date or the Secondary Remarketing Date, Holders of Separate Senior Notes Preferred Securities or Separate Notes, as the case may be, may elect to have their Separate Senior Notes Preferred Securities or Separate Notes, as the case may be, remarketed under the Remarketing Agreement, by delivering their Separate Senior Notes Preferred Securities or Separate Notes, as the case may be, along with a notice of such election, substantially in the form of Exhibit F hereto, to the Collateral Custodial Agent. The Collateral Agent, acting as Custodial Agent, Agent shall hold Separate Senior Notes Preferred Securities or Separate Notes, as the case may be, in an account separate from the Collateral Account in which the Pledged Securities shall be held. Holders of Separate Senior Notes Preferred Securities or Separate Notes, as the case may be, electing to have their Separate Senior Notes Preferred Securities or Separate Notes, as the case may be, remarketed will also have the right to withdraw that election by written notice to the Collateral Custodial Agent, substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m. (New York City time) on the fifth second Business Day immediately preceding the applicable Initial Remarketing Date or the Secondary Remarketing Date, as applicable, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. After such time, such election shall become an irrevocable election On or prior to have such Separate Senior Notes remarketed in such Remarketing. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the applicable Initial Remarketing Date or the Secondary Remarketing Date, as applicable, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Preferred Securities or the aggregate principal amount of the Separate Senior Notes Notes, as the case may be, to be remarketed and will deliver to the Remarketing Agent for remarketing Remarketing all Separate Senior Notes Preferred Securities or Separate Notes, as the case may be, delivered to the Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn pursuant to the terms hereof prior to such date. In the event of a Successful Remarketing, after After deducting the Remarketing FeeFee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds of such Remarketing for payment to the Holders benefit of the remarketed Separate Senior Notes, in accordance with their respective interestssuch Holders. In the event of a Failed Initial Remarketing or a Failed Secondary Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes Preferred Securities or Separate Notes, as the case may be, to the Custodial Agent for distribution redelivery to the appropriate such Holders.