Common use of Application of Proceeds in Settlement; Remarketing Clause in Contracts

Application of Proceeds in Settlement; Remarketing. (a) During the Period for Early Remarketing, unless a Termination Event has occurred or a Holder has effected an Early Settlement or a Merger Early Settlement and the Collateral Agent has received written notice of such Termination Event, Early Settlement, or Merger Early Settlement from the Company or the Purchase Contract Agent or, in the case of a Termination, Holders of at least 10% of the Outstanding PIES, (i) the Purchase Contract Agent shall provide notice, substantially in the form of Exhibit G to the Purchase Contract Agreement by 11:00 a.m. (New York City time), on the Business Day immediately preceding the first of the three sequential remarketing dates of any Three-Day Remarketing Period, to the Remarketing Agents, the Collateral Agent, the Trustee and the Company of the aggregate principal amount of Pledged Senior Notes comprising part of Corporate PIES to be remarketed, other than those Pledged Senior Notes of Holders that have elected not to participate in the Remarketing pursuant to paragraph 19(i)(B) of the Indenture Officers' Certificate and Section 5.3(c) of the Purchase Contract Agreement (of which the Purchase Contract Agent has delivered written notice thereof to the Collateral Agent, substantially in the form of Exhibit G hereto), and (ii) the Collateral Agent shall notify, by 11:00 a.m. (New York City time), on the Business Day immediately preceding the first of the three sequential remarketing dates of any Three-Day Remarketing Period, the Remarketing Agents, the Trustee and the Company of the aggregate principal amount of Separated Senior Notes of holders of Separated Senior Notes that have elected to participate in the Remarketing (the Senior Notes described in clauses (i) and (ii) collectively being referred to as the "Remarketing Senior Notes") and, concurrently therewith, the Collateral Agent shall, without any further instruction from any holder of the Remarketing Senior Notes, present all Remarketing Senior Notes to the Remarketing Agents for Remarketing. If there has been a Successful Remarketing prior to the Final Remarketing Period, the Remarketing Agents will on such Remarketing Settlement Date (i) deduct and retain as a remarketing fee an amount pursuant to the Remarketing Agreement (the "Remarketing Fee"), (ii) use the remaining Proceeds with respect to the Pledged Senior Notes from such Successful Remarketing to purchase the Treasury Portfolio and, on the Remarketing Settlement Date, deliver such Treasury Portfolio to the Collateral Agent, along with notification thereof, which shall thereupon, for the benefit of the Company, apply such Treasury Portfolio, to secure the obligation of all Holders of Corporate PIES to purchase Common Stock under the Purchase Contracts constituting a part of such Corporate PIES, in substitution for the Pledged Senior Notes, (iii) if any Separated Senior Notes were remarketed, remit to the Collateral Agent, along with notification thereof, for payment to the holders of such Separated Senior Notes sold in the Remarketing the remaining proceeds from such Successful Remarketing attributable to such Separated Senior Notes and (iv) if there then remains any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) and (ii) above, then remit, along with notification thereof, any such remaining proceeds attributable to the remarketed Pledged Senior Notes to the Purchase Contract Agent for the benefit of the holders of such Pledged Senior Notes, on a pro rata basis, provided, however, that if such Successful Remarketing is consummated after 4:30 p.m. (New York City time) on such Remarketing Settlement Date and, despite using its commercially reasonable efforts, the Remarketing Agents cannot cause the applications of the proceeds specified above to occur on such Remarketing Settlement Date, then the Remarketing Agents may make such applications and remittances on the next succeeding Business Day. Holders of the Remarketing Senior Notes that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. Following the delivery of the Treasury Portfolio to the Collateral Agent as set forth above in this paragraph, the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Senior Notes, as provided herein. In the event that any portion of the Pledged Treasury Portfolio Interest matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds therefrom in Permitted Investments in clause 6 of the definition of Permitted Investments, and identified by the Company in the Account Direction, unless the Company shall otherwise instruct the Securities Intermediary and the Collateral Agent as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. The Collateral Agent shall cause the Securities Intermediary to remit, on the Purchase Contract Settlement Date, a portion of the Cash Proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in an aggregate amount equal to the Treasury Portfolio Return to the Purchase Contract Agent for the benefit of the Holders of the related Corporate PIES when received. Without receiving any instruction from any such Holder of Corporate PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the Cash Proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in an aggregate amount equal to the aggregate Purchase Price applicable to such Corporate PIES 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 on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Portfolio Interest and the investment earnings from the related investment in Permitted Investments exceeds the sum of the related Treasury Portfolio Return and the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such Proceeds, on a pro rata basis. If, by 4:00 p.m. (New York City time), on the ninth Business Day preceding the Purchase Contract Settlement Date, the Remarketing Agents, despite using its commercially reasonable efforts, have been and are unable to remarket all of the Remarketing Senior Notes tendered for purchase at a price equal to at least the Remarketing Value, the Remarketing Agents shall Transfer to the Collateral Agent, along with notification thereof, by the sixth Business Day preceding the Purchase Contract Settlement Date, the Pledged Senior Notes that were to be remarketed during the Period for Early Remarketing, whereupon the Collateral Agent shall, for the benefit of the Company, apply such Pledged Senior Notes, to secure the obligation of the related Holders of Corporate PIES to purchase Common Stock under the related Purchase Contracts. (b) Unless a Termination Event has occurred or a Holder has effected a Cash Settlement, an Early Settlement or a Merger Early Settlement, or a Successful Remarketing has occurred during the Period for Early Remarketing, such Holder shall be deemed to have consented to the Remarketing of its Pledged Senior Notes during the Final Remarketing on the Final Remarketing Date, in a Remarketing in accordance with Section 2 of the Remarketing Agreement. Upon notice of such event from the Purchase Contract Agent, the Collateral Agent shall, by 11:00 a.m. (New York City time), on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holders of Corporate PIES, Transfer the Remarketing Senior Notes to the Remarketing Agents for Remarketing. Upon receiving such Remarketing Senior Notes, the Remarketing Agents, pursuant to the terms of the Remarketing Agreement, will use their commercially reasonable efforts to remarket such Remarketing Senior Notes during the Final Remarketing Period. If there has been a Successful Remarketing during the Final Remarketing Period, the Remarketing Agents will on such remarketing date (i) deduct and retain the Remarketing Fee pursuant to the Remarketing Agreement, (ii) cause the remaining Proceeds of the Remarketing with respect to the Pledged Senior Notes in an amount equal to the aggregate principal amount of such Senior Notes to be delivered to the Purchase Contract Agent, on the Remarketing Settlement Date, (iii), if any Separated Senior Notes were remarketed, remit to the Collateral Agent, along with notification thereof, for payment to the holders of such Separated Senior Notes sold in the Remarketing the remaining proceeds from such Successful Remarketing attributable to the Separated Senior Notes and (iv) if there then remains any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) and (ii) above, remit, along with notification thereof, any excess Proceeds of the Remarketing to the Purchase Contract Agent for the benefit of the Holders of Corporate PIES whose Pledged Senior Notes were remarketed, on a pro rata basis. Holders of the Remarketing Senior Notes that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. The Purchase Contract Agent shall give written directions to the Collateral Agent, and the Collateral Agent shall instruct the Securities Intermediary, to apply a portion of the Proceeds with respect to the Pledged Senior Notes from such Remarketing, on the Purchase Contract Settlement Date, equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full the obligations of such Holders of Corporate PIES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. If a Failed Remarketing occurs, the Collateral Agent, (a) having received notice of such Failed Remarketing from the Remarketing Agents pursuant to the Remarketing Agreement, shall, on the written direction of the Company, exercise for the benefit of the Company, its rights as a secured creditor with respect to the Pledged Senior Notes related to this Corporate PIES Certificate and (b) subject to applicable law, may (i) retain such Pledged Senior Notes in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sell such Pledged Senior Notes in one or more public or private sales, the proceeds, if any, of such sale to constitute full satisfaction of the Holders' obligations under the Purchase Contracts. (c) Unless a Termination Event has occurred or a Holder has effected a Cash Settlement, an Early Settlement or a Merger Early Settlement, if a Successful Remarketing has occurred during the Period for Early Remarketing, a 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 Pledged Treasury Portfolio, in the case of Holders of Corporate PIES, and the related Pledged Treasury Securities, in the case of Holders of Treasury PIES. (d) In the event that all or any portion of the Pledged Treasury Securities matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds therefrom in Permitted Investments in clause 6 of the definition of Permitted Investments and identified by the Company in the Account Direction, unless the Company shall otherwise instruct the Securities Intermediary and the Collateral Agent as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. (e) Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the Cash Proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in an amount equal to the aggregate Purchase Price applicable to such Treasury PIES 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 on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities and the investment earnings from the related 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 distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such Proceeds, on a pro rata basis. (f) Notwithstanding the Pledge and, if applicable, the delivery of Separated Senior Notes to the Collateral Agent for Remarketing, in each case, as set forth herein, the Company's obligation to pay interest, including any accrued and unpaid, on all outstanding Senior Notes (whether then comprising a part of Corporate PIES or as Separated Senior Notes) pursuant to the Indenture shall remain.

Application of Proceeds in Settlement; Remarketing. (a) During the Period for Early Remarketing, unless Unless a Termination Event has occurred or a Holder has effected an Early Settlement or a Merger Early Settlement and the Collateral Agent has received written notice of such Termination EventSettlement, Early Settlement, Settlement or Merger Early Settlement from the Company or the Purchase Contract Agent or, in the case of a Termination, Holders of at least 10% of the Outstanding PIESSettlement, (i) the Purchase Contract Agent shall provide noticenotify, substantially in the form of Exhibit G to the Purchase Contract Agreement by 11:00 a.m. (New York City time), on the Business Day immediately preceding the first of the three sequential remarketing dates of any Three-Day Initial Remarketing PeriodDate, to the Remarketing AgentsAgent, the Collateral Agent, the Trustee and the Company of the aggregate principal amount of Pledged Senior Notes comprising part of Corporate PIES to be remarketed, other than those Pledged Senior Notes of Holders that have elected not to participate in the Remarketing pursuant to paragraph 19(i)(B) of the Indenture Officers' Certificate and Section 5.3(c5.3(e) of the Purchase Contract Agreement (of which the Purchase Contract Agent has delivered written notice thereof to the Collateral Agent, substantially in the form of Exhibit G hereto)Agreement, and (ii) the Collateral Agent shall notify, by 11:00 a.m. (New York City time), on the Business Day immediately preceding the first of the three sequential remarketing dates of any Three-Day Initial Remarketing PeriodDate, the Remarketing AgentsAgent, the Trustee and the Company of the aggregate principal amount of Separated Senior Notes of holders of Separated Senior Notes that have elected to participate in the Remarketing (the Senior Notes described in clauses (i) and (ii) collectively being referred to as the "Remarketing Senior Notes") and, concurrently therewith, the Collateral Agent shall, without any further instruction from any holder of the Remarketing Senior Notes, present all Remarketing Senior Notes to the Remarketing Agents Agent for Remarketing. If there has been a successful Initial Remarketing (a "Successful Initial Remarketing") or a successful Subsequent Remarketing prior to the Final Remarketing Period(a "Successful Subsequent Remarketing"), the Remarketing Agents Agent will on the Remarketing Date of such Remarketing Settlement Date (i) deduct and retain for itself as a remarketing fee an amount pursuant to not exceeding 25 basis points (0.25%) of the principal amount of each remarketed Remarketing Agreement Senior Note (the "Remarketing Fee"), (ii) use the remaining Proceeds with respect to the Pledged Senior Notes from such Successful Remarketing to purchase the Treasury Portfolio and, on or prior to the third Business Day following the Remarketing Date (such date of settlement of the Remarketing, the "Remarketing Settlement Date"), and deliver such Treasury Portfolio to the Collateral Agent, along with notification thereof, which shall thereupon, for the benefit of the Company, apply such Treasury Portfolio, to secure the obligation of all Holders of Corporate PIES to purchase Common Stock under the Purchase Contracts constituting a part of such Corporate PIES, in substitution for the Pledged Senior Notes, (iii) if any Separated Senior Notes were remarketed, remit to the Collateral Agent, along with notification thereof, Agent for payment to the holders of such Separated Senior Notes sold in the Remarketing the remaining proceeds from such Successful Remarketing attributable to the Separated Senior Notes in an amount equal to the principal amount of such Separated Senior Notes and (iv) if there then remains any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) and through (iiiii) above, then remit, along with notification thereof, remit any such remaining proceeds attributable to the remarketed Pledged Senior Notes to the Purchase Contract Agent for the benefit of the holders of such Pledged Senior Notes and to the Collateral Agent for benefit of the holders of any remarketed Separate Senior Notes, on a pro rata basis, providedPROVIDED, howeverHOWEVER, that if such Successful Remarketing is consummated after 4:30 p.m. (New York City time) on such Remarketing Settlement Date and, despite using its commercially reasonable efforts, the Remarketing Agents Agent cannot cause the applications of the proceeds specified above to occur on such Remarketing Settlement Date, then the Remarketing Agents Agent may make such applications and remittances on the next succeeding Business Day. Holders of the Remarketing Senior Notes that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. Following the delivery of the Treasury Portfolio to the Collateral Agent as set forth above in this paragraph, the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Senior Notes, as provided herein. In the event that any portion of the Pledged Treasury Portfolio Interest matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds therefrom in Permitted Investments in clause 6 of the definition of Permitted Investments, and identified by the Company in the Account Direction, unless the Company shall otherwise instruct the Securities Intermediary and the Collateral Agent as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. The Collateral Agent shall cause the Securities Intermediary to remit, on the Purchase Contract Settlement Date, a portion of the Cash Proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in an aggregate amount equal to the Treasury Portfolio Return to the Purchase Contract Agent for the benefit of the Holders of the related Corporate PIES when received. Without receiving any instruction from any such Holder of Corporate PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the Cash Proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in an aggregate amount equal to the aggregate Purchase Price applicable to such Corporate PIES 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 on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Portfolio Interest and the investment earnings from the related investment in Permitted Investments exceeds the sum of the related Treasury Portfolio Return and the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such Proceeds, on a pro rata basis. If, by 4:00 p.m. (New York City time), on the ninth Business Day preceding the Purchase Contract Settlement Date, the Remarketing AgentsAgent, despite using its commercially reasonable efforts, have has been and are is unable to remarket all of the Remarketing Senior Notes tendered for purchase at a price equal to at least the Remarketing Value, the Remarketing Agents Agent shall Transfer to the Collateral Agent, along with notification thereof, by the sixth Business Day preceding the Purchase Contract Settlement Date, the Pledged Senior Notes that were to be remarketed during in the Period for Early Initial or Subsequent Remarketing, whereupon the Collateral Agent shall, for the benefit of the Company, apply such Pledged Senior Notes, to secure the obligation of the related Holders of Corporate PIES to purchase Common Stock under the related Purchase Contracts. (b) Unless a Termination Event has occurred or a Holder has effected a Cash Settlement, an Early Settlement or a Merger Early Settlement, or a Successful Initial Remarketing or a Successful Subsequent Remarketing has occurred during the Period for Early Remarketingoccurred, such Holder shall be deemed to have consented to the Remarketing of its Pledged Senior Notes during in the Final Remarketing on the Final Remarketing Date, in a Remarketing in accordance with Section 2 5.3(c) of the Remarketing Purchase Contract Agreement. Upon notice of such event from the Purchase Contract Agent, the Collateral Agent shall, by 11:00 a.m. (New York City time), on the sixth Business Day immediately preceding the Purchase Contract Settlement Final Remarketing Date, without any instruction from such Holders of Corporate PIES, Transfer the Remarketing Senior Notes to the Remarketing Agents Agent for Remarketing. Upon receiving such Remarketing Senior Notes, the Remarketing AgentsAgent, pursuant to the terms of the Remarketing Agreement, will use their its commercially reasonable efforts to remarket such Remarketing Senior Notes during on the Final Remarketing PeriodDate. If there has been a Successful Remarketing during the Final Remarketing Periodis successful (a "Successful Final Remarketing"), the Remarketing Agents Agent will on such remarketing date the Remarketing Date (i) deduct and retain for itself the Remarketing Fee pursuant to the Remarketing Agreement, (ii) cause the remaining Proceeds of the Remarketing with respect to the Pledged Senior Notes in an amount equal to the aggregate principal amount of such Senior Notes to be delivered to the Purchase Contract Agent, on the Remarketing Settlement Date, (iii), if any Separated Senior Notes were remarketed, remit to the Collateral Agent, along with notification thereof, Agent for payment to the holders of such Separated Senior Notes sold in the Remarketing the remaining proceeds from such Successful Remarketing attributable to the Separated Senior Notes in an amount equal to the principal amount of such Senior Notes and (iv) if there then remains any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) and through (iiiii) above, remit, along with notification thereof, remit any excess Proceeds of the Remarketing to the Purchase Contract Agent for the benefit of the Holders of Corporate PIES whose Pledged Senior Notes were remarketedremarketed and to the Collateral Agent for the benefit of the holders of any remarketed Separated Senior Notes, on a pro rata basis. Holders of the Remarketing Senior Notes that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. The Purchase Contract Agent shall give written directions to the Collateral Agent, and the Collateral Agent shall instruct the Securities Intermediary, to apply a portion of the Proceeds with respect to the Pledged Senior Notes from such Remarketing, on the Purchase Contract Settlement Date, equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full the obligations of such Holders of Corporate PIES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. If a Failed Remarketing occurs, the Collateral Agent, (a) having received notice of such Failed Remarketing from the Remarketing Agents Agent pursuant to the Remarketing Agreement, shall, on the written direction of the Company, exercise for the benefit of the Company, its rights as a secured creditor with respect to the Pledged Senior Notes related to this Corporate PIES Certificate and (b) and, subject to applicable law, may (i) retain such Pledged Senior Notes in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sell such Pledged Senior Notes in one or more public or private sales, the proceeds, if any, of such sale to constitute full satisfaction of the Holders' obligations under the Purchase Contracts. (c) Unless a Termination Event has occurred or a Holder has effected a Cash Settlement, an Early Settlement or a Merger Early Settlement, if a Successful Initial Remarketing or a Successful Subsequent Remarketing has occurred during the Period for Early Remarketingoccurred, a 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 Pledged Treasury Portfolio, in the case of Holders of Corporate PIES, and the related Pledged Treasury Securities, in the case of Holders of Treasury PIES. (d) In the event that all or any portion of the Pledged Treasury Securities matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds therefrom in Permitted Investments in clause 6 of the definition of Permitted Investments and identified by the Company in the Account DirectionInvestments, unless the Company shall otherwise instruct the Securities Intermediary and the Collateral Agent as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. (e) Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the Cash Proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in an amount equal to the aggregate Purchase Price applicable to such Treasury PIES 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 on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities and the investment earnings from the related 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 distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such Proceeds, on a pro rata basis. (f) Notwithstanding the Pledge and, if applicable, the delivery of Separated Senior Notes to the Collateral Agent for Remarketing, in each case, as set forth herein, the Company's obligation to pay interest, including any accrued and unpaid, on all outstanding Senior Notes (whether then comprising a part of Corporate PIES or as Separated Senior Notes) pursuant to the Indenture shall remain.

Application of Proceeds in Settlement; Remarketing. (a) During the Period for Early Remarketing, unless Unless a Termination Event has occurred or a Holder has effected an Early Settlement or a Merger Early Settlement, Early Settlement or Merger Early Settlement and the Collateral Agent has received written notice of such Termination Event, Early Settlement, or Merger Early Settlement settlement from the Company or the Purchase Contract Agent or, in the case of a Termination, Holders of at least 10% of the Outstanding PIES, (i) the Purchase Contract Agent shall provide notice, substantially in the form of Exhibit G to the Purchase Contract Agreement by 11:00 a.m. (New York City time), on the Business Day immediately preceding the first of the three sequential remarketing dates of any Three-Day Initial Remarketing PeriodDate, to the Remarketing AgentsAgent, the Collateral Agent, the Trustee and the Company of the aggregate principal amount of Pledged Senior Notes comprising part of Corporate PIES to be remarketed, other than those Pledged Senior Notes of Holders that have elected not to participate in the Remarketing pursuant to paragraph 19(i)(B) of the Indenture Officers' Certificate and Section 5.3(c5.3(e) of the Purchase Contract Agreement (of which the Purchase Contract Agent has delivered written notice thereof to the Collateral Agent, substantially in the form of Exhibit G hereto), and (ii) the Collateral Agent shall notify, by 11:00 a.m. (New York City time), on the Business Day immediately preceding the first of the three sequential remarketing dates of any Three-Day Initial Remarketing PeriodDate, the Remarketing AgentsAgent, the Trustee and the Company of the aggregate principal amount of Separated Senior Notes of holders of Separated Senior Notes that have elected to participate in the Remarketing (the Senior Notes described in clauses (i) and (ii) collectively being referred to as the "Remarketing Senior Notes") and, concurrently therewith, the Collateral Agent shall, without any further instruction from any holder of the Remarketing Senior Notes, present all Remarketing Senior Notes to the Remarketing Agents Agent for Remarketing. If there has been a successful Initial Remarketing (a "Successful Initial Remarketing") or a successful Subsequent Remarketing prior to the Final Remarketing Period(a "Successful Subsequent Remarketing"), the Remarketing Agents Agent will on the Remarketing Date of such Remarketing Settlement Date (i) deduct and retain for itself as a remarketing fee an amount pursuant to not exceeding 25 basis points (0.25%) of the principal amount of each remarketed Remarketing Agreement Senior Note (the "Remarketing Fee"), (ii) use the remaining Proceeds with respect to the Pledged Senior Notes from such Successful Remarketing to purchase the Treasury Portfolio and, on or prior to the third Business Day following the Remarketing Date (such date of settlement of the Remarketing, the "Remarketing Settlement Date"), and deliver such Treasury Portfolio to the Collateral Agent, along with notification thereof, which shall thereupon, for the benefit of the Company, apply such Treasury Portfolio, to secure the obligation of all Holders of Corporate PIES to purchase Common Stock under the Purchase Contracts constituting a part of such Corporate PIES, in substitution for the Pledged Senior Notes, (iii) if any Separated Senior Notes were remarketed, remit to the Collateral Agent, along with notification thereof, for payment to the holders of such Separated Senior Notes sold in the Remarketing the remaining proceeds from such Successful Remarketing attributable equal to such Separated Senior Notes the amounts described in clauses (1)(ii) and (2)(ii) of the definition of Remarketing Value and (iv) if there then remains any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) and through (iiiii) above, then remit, along with notification thereof, any such remaining proceeds attributable to the remarketed Pledged Senior Notes to the Purchase Contract Agent for the benefit of the holders of such Pledged Senior Notes and to the Collateral Agent for benefit of the holders of any remarketed Separate Senior Notes, on a pro rata basis, providedPROVIDED, howeverHOWEVER, that if such Successful Remarketing is consummated after 4:30 p.m. (New York City time) on such Remarketing Settlement Date and, despite using its commercially reasonable efforts, the Remarketing Agents Agent cannot cause the applications of the proceeds specified above to occur on such Remarketing Settlement Date, then the Remarketing Agents Agent may make such applications and remittances on the next succeeding Business Day. Holders of the Remarketing Senior Notes that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. Following the delivery of the Treasury Portfolio to the Collateral Agent as set forth above in this paragraph, the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Senior Notes, as provided herein. In the event that any portion of the Pledged Treasury Portfolio Interest matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds therefrom in Permitted Investments in clause 6 of the definition of Permitted Investments, and identified by the Company in the Account Direction, unless the Company shall otherwise instruct the Securities Intermediary and the Collateral Agent as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. The Collateral Agent shall cause the Securities Intermediary to remit, on the Purchase Contract Settlement Date, a portion of the Cash Proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in an aggregate amount equal to the Treasury Portfolio Return to the Purchase Contract Agent for the benefit of the Holders of the related Corporate PIES when received. Without receiving any instruction from any such Holder of Corporate PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the Cash Proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in an aggregate amount equal to the aggregate Purchase Price applicable to such Corporate PIES 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 on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Portfolio Interest and the investment earnings from the related investment in Permitted Investments exceeds the sum of the related Treasury Portfolio Return and the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such Proceeds, on a pro rata basis. If, by 4:00 p.m. (New York City time), on the ninth Business Day preceding the Purchase Contract Settlement Date, the Remarketing Agents, despite using its commercially reasonable efforts, have been and are unable to remarket all of the Remarketing Senior Notes tendered for purchase at a price equal to at least the Remarketing Value, the Remarketing Agents shall Transfer to the Collateral Agent, along with notification thereof, by the sixth Business Day preceding the Purchase Contract Settlement Date, the Pledged Senior Notes that were to be remarketed during the Period for Early Remarketing, whereupon the Collateral Agent shall, for the benefit of the Company, apply such Pledged Senior Notes, to secure the obligation of the related Holders of Corporate PIES to purchase Common Stock under the related Purchase Contracts. (b) Unless a Termination Event has occurred or a Holder has effected a Cash Settlement, an Early Settlement or a Merger Early Settlement, or a Successful Remarketing has occurred during the Period for Early Remarketing, such Holder shall be deemed to have consented to the Remarketing of its Pledged Senior Notes during the Final Remarketing on the Final Remarketing Date, in a Remarketing in accordance with Section 2 of the Remarketing Agreement. Upon notice of such event from the Purchase Contract Agent, the Collateral Agent shall, by 11:00 a.m. (New York City time), on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holders of Corporate PIES, Transfer the Remarketing Senior Notes to the Remarketing Agents for Remarketing. Upon receiving such Remarketing Senior Notes, the Remarketing Agents, pursuant to the terms of the Remarketing Agreement, will use their commercially reasonable efforts to remarket such Remarketing Senior Notes during the Final Remarketing Period. If there has been a Successful Remarketing during the Final Remarketing Period, the Remarketing Agents will on such remarketing date (i) deduct and retain the Remarketing Fee pursuant to the Remarketing Agreement, (ii) cause the remaining Proceeds of the Remarketing with respect to the Pledged Senior Notes in an amount equal to the aggregate principal amount of such Senior Notes to be delivered to the Purchase Contract Agent, on the Remarketing Settlement Date, (iii), if any Separated Senior Notes were remarketed, remit to the Collateral Agent, along with notification thereof, for payment to the holders of such Separated Senior Notes sold in the Remarketing the remaining proceeds from such Successful Remarketing attributable to the Separated Senior Notes and (iv) if there then remains any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) and (ii) above, remit, along with notification thereof, any excess Proceeds of the Remarketing to the Purchase Contract Agent for the benefit of the Holders of Corporate PIES whose Pledged Senior Notes were remarketed, on a pro rata basis. Holders of the Remarketing Senior Notes that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. The Purchase Contract Agent shall give written directions to the Collateral Agent, and the Collateral Agent shall instruct the Securities Intermediary, to apply a portion of the Proceeds with respect to the Pledged Senior Notes from such Remarketing, on the Purchase Contract Settlement Date, equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full the obligations of such Holders of Corporate PIES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. If a Failed Remarketing occurs, the Collateral Agent, (a) having received notice of such Failed Remarketing from the Remarketing Agents pursuant to the Remarketing Agreement, shall, on the written direction of the Company, exercise for the benefit of the Company, its rights as a secured creditor with respect to the Pledged Senior Notes related to this Corporate PIES Certificate and (b) subject to applicable law, may (i) retain such Pledged Senior Notes in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sell such Pledged Senior Notes in one or more public or private sales, the proceeds, if any, of such sale to constitute full satisfaction of the Holders' obligations under the Purchase Contracts. (c) Unless a Termination Event has occurred or a Holder has effected a Cash Settlement, an Early Settlement or a Merger Early Settlement, if a Successful Remarketing has occurred during the Period for Early Remarketing, a 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 Pledged Treasury Portfolio, in the case of Holders of Corporate PIES, and the related Pledged Treasury Securities, in the case of Holders of Treasury PIES. (d) In the event that all or any portion of the Pledged Treasury Securities matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds therefrom in Permitted Investments in clause 6 of the definition of Permitted Investments and identified by the Company in the Account Direction, unless the Company shall otherwise instruct the Securities Intermediary and the Collateral Agent as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. (e) Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the Cash Proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in an amount equal to the aggregate Purchase Price applicable to such Treasury PIES 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 on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities and the investment earnings from the related 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 distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such Proceeds, on a pro rata basis. (f) Notwithstanding the Pledge and, if applicable, the delivery of Separated Senior Notes to the Collateral Agent for Remarketing, in each case, as set forth herein, the Company's obligation to pay interest, including any accrued and unpaid, on all outstanding Senior Notes (whether then comprising a part of Corporate PIES or as Separated Senior Notes) pursuant to the Indenture shall remain.the

Application of Proceeds in Settlement; Remarketing. (a) During the Period for Early Remarketing, unless Unless a Termination Event or a Tax Event Redemption has occurred or a Holder has effected an Early Settlement or a Merger Early Settlement and the Collateral Agent has received written notice of such Termination Event, Early Settlement, or Merger Early Settlement from the Company or the Purchase Contract Agent or, in the case of a Termination, Holders of at least 10% of the Outstanding PIES, (i) the Purchase Contract Agent shall provide noticenotify, substantially in the form of Exhibit G to the Purchase Contract Agreement by 11:00 a.m. (New York City time), on the Business Day immediately preceding the first of the three sequential remarketing dates of any Three-Day Initial Remarketing PeriodDate, to the Remarketing AgentsAgent, the Collateral Agent, the Trustee and the Company of the aggregate principal amount of Pledged Senior Notes comprising part of the Corporate PIES Units to be remarketed, other than those Pledged Senior Notes of Holders that have elected not to participate in the Remarketing pursuant to paragraph 19(i)(B) Section 106 of the Supplemental Indenture Officers' Certificate and Section 5.3(c5.4(f) of the Purchase Contract Agreement (of which the Purchase Contract Agent has delivered written notice thereof to the Collateral Agent, substantially in the form of Exhibit G hereto)Agreement, and (ii) the Collateral Agent shall notify, by 11:00 a.m. (New York City time), on the Business Day immediately preceding the first of the three sequential remarketing dates of any Three-Day Initial Remarketing PeriodDate, the Remarketing AgentsAgent, the Trustee and the Company of the aggregate principal amount of Separated Senior Notes of holders of Separated Senior Notes that have elected to participate in the Remarketing (the Senior Notes described in clauses (i) and (ii) collectively being referred to as the "Remarketing Senior Notes") and, concurrently therewith, the Collateral Agent shall, without any further instruction from any holder of the Remarketing Senior Notes, present all Remarketing Senior Notes to the Remarketing Agents Agent for Remarketing. If there has been a Successful Initial Remarketing prior to the Final Remarketing Periodor a Successful Subsequent Remarketing, the Remarketing Agents Agent will on such the Remarketing Settlement Date of such Remarketing (i) deduct and retain for itself as a remarketing fee an amount pursuant to not exceeding 25 basis points (0.25%) of the principal amount of each remarketed Remarketing Agreement (the "Remarketing Fee")Senior Note , (ii) use the remaining Proceeds with respect to the Pledged Senior Notes from such Successful Remarketing to purchase the Treasury Portfolio and, on or prior to the third Business Day following the Remarketing Settlement Date, deliver such Treasury Portfolio to the Collateral Agent, along with notification thereof, which shall thereupon, for the benefit of the Company, apply such Treasury Portfolio, to secure the obligation of all Holders of Corporate PIES Units to purchase Common Stock under the Purchase Contracts constituting a part of such Corporate PIESUnits, in substitution for the Pledged Senior Notes, (iii) if any Separated Senior Notes were remarketed, remit to the Collateral Agent, along with notification thereof, Agent for payment to the holders of such Separated Senior Notes sold the amounts specified in clauses 1(ii) and 2(ii) of the definition of "Remarketing Value" in the Remarketing the remaining proceeds from such Successful Remarketing attributable to such Separated Senior Notes Purchase Contract Agreement and (iv) if there then remains any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) and through (iiiii) above, then remit, along with notification thereof, remit any such remaining proceeds attributable to the remarketed Pledged Senior Notes to the Purchase Contract Agent for the benefit of the holders of such Pledged Remarketed Senior Notes and to the Collateral Agent for benefit of the holders of any remarketed Separate Senior Notes, on a pro rata basis, provided, ; however, that if such Successful Remarketing is consummated after 4:30 p.m. (New York City time) on such the Remarketing Settlement Date and, despite using its commercially reasonable efforts, the Remarketing Agents Agent cannot cause the applications of the proceeds specified above to occur on such the Remarketing Settlement Date, then the Remarketing Agents Agent may make such applications and remittances on the next succeeding Business Day. Holders of the Remarketing Senior Notes that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. Following On the delivery of Remarketing Settlement Date or the next succeeding Business Day, as applicable, the Remarketing Agent shall deliver the Treasury Portfolio to the Collateral Agent as set forth above in this paragraph. The Collateral Agent, for the Collateral Agent shall have benefit of the Company, will thereupon apply such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of to secure such Holder's obligation under the Pledged Senior NotesPurchase Contracts, as provided herein. In the event that any portion of the Pledged Treasury Portfolio Interest matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds therefrom in Permitted Investments in clause 6 of the definition of Permitted Investments, and identified by the Company in the Account Direction, unless the Company shall otherwise instruct the Securities Intermediary and the Collateral Agent as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. The Collateral Agent shall cause the Securities Intermediary to remit, on the Purchase Contract Settlement Date, a portion of the Cash Proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in an aggregate amount equal to the Treasury Portfolio Return to the Purchase Contract Agent for the benefit of the Holders of the related Corporate PIES Units when received. Without receiving any instruction from any such Holder of Corporate PIESUnits, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the Cash Proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in an aggregate amount equal to the aggregate Purchase Price applicable to such Corporate PIES Units 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 on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Portfolio Interest and the investment earnings from the related investment in Permitted Investments exceeds the sum of the related Treasury Portfolio Return and the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such Proceeds, on a pro rata basis. basis If, by 4:00 p.m. (New York City time), on the ninth Business Day preceding the Purchase Contract Settlement Date, the Remarketing AgentsAgent, despite using its commercially reasonable efforts, have has been and are is unable to remarket all of the Remarketing Senior Notes tendered for purchase at a price equal to at least the Remarketing Value, the Remarketing Agents Agent shall Transfer to the Collateral Agent, along with notification thereof, by the sixth Business Day preceding the Purchase Contract Settlement Date, the Pledged Senior Notes that were to be remarketed during in the Period for Early Initial or Subsequent Remarketing, whereupon the Collateral Agent shall, for the benefit of the Company, apply hold such Pledged Senior Notes, to secure the obligation of the related Holders of Corporate PIES Units to purchase Common Stock under the related Purchase Contracts. (b) Unless a Termination Event has occurred or a Holder has effected settled the related Purchase Contract through a Cash Settlement, Settlement or an Early Settlement or a Merger Early Settlement, Successful Remarketing or a Successful Remarketing Tax Event Redemption has occurred during the Period for Early Remarketingoccurred, such each Holder shall be deemed to have consented to the Remarketing of its Pledged Senior Notes during in the Final Remarketing on the Final Remarketing Date, in a Remarketing in accordance with Section 2 5.4(d) of the Remarketing Purchase Contract Agreement. Upon notice of such event from the The Purchase Contract Agent, the Collateral Agent shall, shall by 11:00 a.m. (New York City time), on the sixth Business Day immediately preceding the Purchase Contract Settlement Final Remarketing Date, notify the Remarketing Agent, the Collateral Agent, the Trustee and the Company of such event and the aggregate principal amount of Pledged Senior Notes of Corporate Unit Holders to be remarketed on the Final Remarketing Date, whereupon the Collateral Agent, shall concurrently therewith, without any instruction from such Holders of Corporate PIESUnits with respect to their Pledged Senior Notes, Transfer transfer the Remarketing Senior Notes to the Remarketing Agents Agent for Remarketing. Upon receiving such Remarketing Senior Notes, the Remarketing AgentsAgent, pursuant to the terms of the Remarketing Agreement, will use their its commercially reasonable efforts to remarket such Remarketing Senior Notes during on the Final Remarketing PeriodDate. If there has been a Successful Remarketing during the Final Remarketing Periodis successful, the Remarketing Agents Agent will on such remarketing date the Remarketing Settlement Date or the Purchase Contract Settlement Date, as applicable, (i) deduct and retain for itself the Remarketing Fee pursuant to the Remarketing Agreement, (ii) cause the remaining Proceeds of the Remarketing with respect to the Pledged Senior Notes in an amount equal to the aggregate principal amount of such Senior Notes to be delivered to the Purchase Contract Collateral Agent, on the Remarketing Settlement Date, (iii), if any Separated Senior Notes were remarketed, remit to the Collateral Agent, along with notification thereof, Agent for payment to the holders of such Separated Senior Notes sold in the Remarketing the remaining proceeds from such Successful Remarketing attributable to the Separated Senior Notes in an amount equal to the principal amount of such Senior Notes and (iv) if there then remains any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) and through (iiiii) above, remit, along with notification thereof, remit any excess Proceeds of the Remarketing to the Purchase Contract Agent for the benefit of the Holders of Corporate PIES whose Pledged Senior Notes were remarketedand to the Collateral Agent for the benefit of the Holders of the Separated Senior Notes, on a pro rata basis; provided, however, that if such Successful Final Remarketing is consummated after 4:30 p.m. (New York City time) on the Remarketing Date and, despite using its commercially reasonable efforts, the Remarketing Agent cannot cause the application of the proceeds specified above to occur on the Remarketing Settlement Date, then the Remarketing Agent may make such applications and remittances on the next succeeding Business Day. Holders of the Remarketing Senior Notes that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. The Purchase Contract Agent shall give written directions to the Collateral Agent, and the Collateral Agent shall instruct the Securities Intermediary, to apply a portion of the Proceeds with respect to the Pledged Senior Notes from such Remarketing, on the Purchase Contract Settlement Date, equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full the obligations of such Holders of Corporate PIES Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. If a Failed Remarketing occurs, the Collateral Agent, (a) having received notice of such Failed Remarketing from the Remarketing Agents Agent pursuant to the Remarketing Agreement, shall, on the written direction of the Company, exercise for the benefit of the Company, its rights as a secured creditor with respect to the Pledged Senior Notes related to this Corporate PIES Certificate and (b) and, subject to applicable law, may (i) retain such Pledged Senior Notes in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sell such Pledged Senior Notes in one or more public or private sales, the proceeds, if any, of such sale to constitute full satisfaction of the Holders' obligations under the Purchase Contracts. (c) Unless a Termination Event has occurred or a Holder has effected a Cash Settlement, an Early Settlement or a Merger an Early Settlement, if upon a Successful Remarketing has occurred during the Period for Early Remarketing, a 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 Pledged Treasury Portfolio, in the case of Holders of Corporate PIESUnits, and the related Pledged Treasury Securities, in the case of Holders of Treasury PIESUnits. (d) In the event that following a Tax Event Redemption, all or any portion of the Pledged Treasury Portfolio Interest matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the proceeds therefrom in Permitted Investments. The Collateral Agent shall cause the Securities Intermediary to remit, on the Purchase Contract Settlement Date, a portion of the proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in each case, in an amount equal to the Treasury Portfolio Return to the Purchase Contract Agent for the benefit of the Holders of the related Corporate Units when received. Without receiving any instruction from any such Holder of Corporate Units, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments in an aggregate amount equal to the aggregate Purchase Price applicable to such Corporate Units 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 on the Purchase Contract Settlement Date. In the event the sum of the proceeds from the related Pledged Treasury Portfolio Interest and the investment earnings from the related investment in Permitted Investments exceeds the sum of the related Treasury Portfolio Return and the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such proceeds, on a pro rata basis. (e) In the event that all or any portion of the Pledged Treasury Securities matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds therefrom in Permitted Investments in clause 6 of the definition of Permitted Investments and identified by the Company in the Account Directioninvestments, unless the Company shall otherwise instruct the Securities Intermediary and the Collateral Agent as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. (ef) Without receiving any instruction from any such Holder of Treasury PIESUnits, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the Cash Proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in an amount equal to the aggregate Purchase Price applicable to such Treasury PIES Units 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 on the Purchase Contract Price Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities and the investment earnings from the related 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 distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such Proceeds, on a pro rata basis. (fg) Notwithstanding the Pledge and, if applicable, the delivery of Separated Senior Notes to the Collateral Agent for Remarketing, in each case, as set forth herein, the Company's obligation to pay interest, including any accrued and unpaidunpaid interest, on all outstanding Senior Notes (whether then comprising a part of Corporate PIES Units or as Separated Senior Notes) pursuant to the Supplemental Indenture shall remain.

Application of Proceeds in Settlement; Remarketing. (a) During the Period for Early Remarketing, unless Unless a Termination Event has occurred or a Holder has effected an Early Settlement or a Merger Early Settlement, Early Settlement or Merger Early Settlement and the Collateral Agent has received written notice of such Termination Event, Early Settlement, or Merger Early Settlement settlement from the Company or the Purchase Contract Agent or, in the case of a Termination, Holders of at least 10% of the Outstanding PIESUnits, (i) the Purchase Contract Agent shall provide notice, substantially in the form of Exhibit G to the Purchase Contract Agreement by 11:00 a.m. (New York City time), on the Business Day immediately preceding the first of the three sequential remarketing dates of any Three-Day Initial Remarketing PeriodDate, to the Remarketing AgentsAgent, the Collateral Agent, the Trustee and the Company of the aggregate principal amount of Pledged Senior Notes Debt Securities comprising part of Corporate PIES Units to be remarketed, other than those Pledged Senior Notes Debt Securities of Holders that have elected not to participate in the Remarketing pursuant to paragraph 19(i)(B) of the Indenture Officers' Certificate and Section 5.3(c5.3(e) of the Purchase Contract Agreement (of which the Purchase Contract Agent has delivered written notice thereof to the Collateral Agent, substantially in the form of Exhibit G hereto), and (ii) the Collateral Agent shall notify, by 11:00 a.m. (New York City time), on the Business Day immediately preceding the first of the three sequential remarketing dates of any Three-Day Initial Remarketing PeriodDate, the Remarketing AgentsAgent, the Trustee and the Company of the aggregate principal amount of Separated Senior Notes Debt Securities of holders of Separated Senior Notes Debt Securities that have elected to participate in the Remarketing (the Senior Notes Debt Securities described in clauses (i) and (ii) collectively being referred to . as the "Remarketing Senior NotesDebt Securities") and, concurrently therewith, the Collateral Agent shall, without any further instruction from any holder of the Remarketing Senior NotesDebt Securities, present all Remarketing Senior Notes Debt Securities to the Remarketing Agents Agent for Remarketing. If there has been a successful Initial Remarketing (a "Successful Initial Remarketing") or a successful Subsequent Remarketing prior to the Final Remarketing Period(a "Successful Subsequent Remarketing"), the Remarketing Agents Agent will on the Remarketing Date of such Remarketing Settlement Date (i) deduct and retain for itself as a remarketing fee an amount pursuant to not exceeding 25 basis points (0.25%) of the principal amount of each remarketed Remarketing Agreement Debt Security (the "Remarketing Fee"), (ii) use the remaining Proceeds with respect to the Pledged Senior Notes Debt Securities from such Successful Remarketing to purchase the Treasury Portfolio and, on or prior to the third Business Day following the Remarketing Date (such date of settlement of the Remarketing, the "Remarketing Settlement Date"), and deliver such Treasury Portfolio to the Collateral Agent, along with notification thereof, which shall thereupon, for the benefit of the Company, apply such Treasury Portfolio, to secure the obligation of all Holders of Corporate PIES Units to purchase Common Stock under the Purchase Contracts constituting a part of such Corporate PIESUnits, in substitution for the Pledged Senior NotesDebt Securities, (iii) if any Separated Senior Notes Debt Securities were remarketed, remit to the Collateral Agent, along with notification thereof, for payment to the holders of such Separated Senior Notes Debt Securities sold in the Remarketing the remaining proceeds from such Successful Remarketing attributable equal to such Separated Senior Notes the amounts described in clauses (1)(ii) and (2)(ii) of the definition of Remarketing Value and (iv) if there then remains any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) and through (iiiii) above, then remit, along with notification thereof, any such remaining proceeds attributable to the remarketed Pledged Senior Notes Debt Securities to the Purchase Contract Agent for the benefit of the holders of such Pledged Senior NotesDebt Securities and to the Collateral Agent for benefit of the holders of any remarketed Separate Debt Securities, on a pro rata basis, provided, however, that if such Successful Remarketing is consummated after 4:30 p.m. (New York City time) on such Remarketing Settlement Date and, despite using its commercially reasonable efforts, the Remarketing Agents Agent cannot cause the applications of the proceeds specified above to occur on such Remarketing Settlement Date, then the Remarketing Agents Agent may make such applications and remittances on the next succeeding Business Day. Holders of the Remarketing Senior Notes Debt Securities that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. Following the delivery of the Treasury Portfolio to the Collateral Agent as set forth above in this paragraph, the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Senior NotesDebt Securities, as provided herein. In the event that any portion of the Pledged Treasury Portfolio Interest matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds therefrom in Permitted Investments in clause 6 of the definition of Permitted Investments, and identified by the Company in the Account Direction, unless the Company shall otherwise instruct the Securities Intermediary and the Collateral Agent as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. The Collateral Agent shall cause the Securities Intermediary to remit, on the Purchase Contract Settlement Date, a portion of the Cash Proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in an aggregate amount equal to the Treasury Portfolio Return to the Purchase Contract Agent for the benefit of the Holders of the related Corporate PIES Units when received. Without receiving any instruction from any such Holder of Corporate PIESUnits, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the Cash Proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in an aggregate amount equal to the aggregate Purchase Price applicable to such Corporate PIES Units 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 on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Portfolio Interest and the investment earnings from the related investment in Permitted Investments exceeds the sum of the related Treasury Portfolio Return and the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such Proceeds, on a pro rata basis. If, by 4:00 p.m. (New York City time), on the ninth Business Day preceding the Purchase Contract Settlement Date, the Remarketing AgentsAgent, despite using its commercially reasonable efforts, have has been and are is unable to remarket all of the Remarketing Senior Notes Debt Securities tendered for purchase at a price equal to at least the Remarketing Value, the Remarketing Agents Agent shall Transfer to the Collateral Agent, along with notification thereof, by the sixth Business Day preceding the Purchase Contract Settlement Date, the Pledged Senior Notes Debt Securities that were to be remarketed during in the Period for Early Initial or Subsequent Remarketing, whereupon the Collateral Agent shall, for the benefit of the Company, apply such Pledged Senior NotesDebt Securities, to secure the obligation of the related Holders of Corporate PIES Units to purchase Common Stock under the related Purchase Contracts. (b) Unless a Termination Event has occurred or a Holder has effected a Cash Settlement, an Early Settlement or a Merger Early Settlement, or a Successful Initial Remarketing or a Successful Subsequent Remarketing has occurred during the Period for Early Remarketingoccurred, such Holder shall be deemed to have consented to the Remarketing of its Pledged Senior Notes during Debt Securities in the Final Remarketing on the Final Remarketing Date, in a Remarketing in accordance with Section 2 5.3(c) of the Remarketing Purchase Contract Agreement. Upon notice of such event from the Purchase Contract Agent, the Collateral Agent shall, by 11:00 a.m. (New York City time), on the sixth Business Day immediately preceding the Purchase Contract Settlement Final Remarketing Date, without any instruction from such Holders of Corporate PIESUnits, Transfer the Remarketing Senior Notes Debt Securities to the Remarketing Agents Agent for Remarketing. Upon receiving such Remarketing Senior NotesDebt Securities, the Remarketing AgentsAgent, pursuant to the terms of the Remarketing Agreement, will use their its commercially reasonable efforts to remarket such Remarketing Senior Notes during Debt Securities on the Final Remarketing PeriodDate. If there has been a Successful Remarketing during the Final Remarketing Periodis successful (a "Successful Final Remarketing"), the Remarketing Agents Agent will on such remarketing date the Remarketing Date (i) deduct and retain for itself the Remarketing Fee pursuant to the Remarketing Agreement, (ii) cause the remaining Proceeds of the Remarketing with respect to the Pledged Senior Notes Debt Securities in an amount equal to the aggregate principal amount of such Senior Notes Debt Securities to be delivered to the Purchase Contract Agent, on the Remarketing Settlement Date, (iii), if any Separated Senior Notes Debt Securities were remarketed, remit to the Collateral Agent, along with notification thereof, for payment to the holders of such Separated Senior Notes Debt Securities sold in the Remarketing the remaining proceeds from such Successful Remarketing attributable to the Separated Senior Notes Debt Securities in an amount equal to the principal amount of such Debt Securities and (iv) if there then remains any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) and through (iiiii) above, remit, along with notification thereof, any excess Proceeds of the Remarketing to the Purchase Contract Agent for the benefit of the Holders of Corporate PIES Units whose Pledged Senior Notes Debt Securities were remarketedremarketed and to the Collateral Agent for the benefit of the holders of any remarketed Separated Debt Securities, on a pro rata basis. Holders of the Remarketing Senior Notes Debt Securities that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. The Purchase Contract Agent shall give written directions to the Collateral Agent, and the Collateral Agent shall instruct the Securities Intermediary, to apply a portion of the Proceeds with respect to the Pledged Senior Notes Debt Securities from such Remarketing, on the Purchase Contract Settlement Date, equal to the aggregate principal amount of such Pledged Senior Notes Debt Securities to satisfy in full the obligations of such Holders of Corporate PIES Units to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. If a Failed Remarketing occurs, the Collateral Agent, (a) having received notice of such Failed Remarketing from the Remarketing Agents Agent pursuant to the Remarketing Agreement, shall, on the written direction of the Company, exercise for the benefit of the Company, its rights as a secured creditor with respect to the Pledged Senior Notes Debt Securities related to this Corporate PIES Units Certificate and (b) and, subject to applicable law, may (i) retain such Pledged Senior Notes Debt Securities in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sell such Pledged Senior Notes Debt Securities in one or more public or private sales, the proceeds, if any, of such sale to constitute full satisfaction of the Holders' obligations under the Purchase Contracts. (c) Unless a Termination Event has occurred or a Holder has effected a Cash Settlement, an Early Settlement or a Merger Early Settlement, if a Successful. Initial Remarketing or a Successful Subsequent Remarketing has occurred during the Period for Early Remarketingoccurred, a 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 Pledged Treasury Portfolio, in the case of Holders of Corporate PIESUnits, and the related Pledged Treasury Securities, in the case of Holders of Treasury PIESUnits. (d) In the event that all or any portion of the Pledged Treasury Securities matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds therefrom in Permitted Investments in clause 6 of the definition of Permitted Investments and identified by the Company in the Account Direction, unless the Company shall otherwise instruct the Securities Intermediary and the Collateral Agent as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. (e) Without receiving any instruction from any such Holder of Treasury PIESUnits, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the Cash Proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in an amount equal to the aggregate Purchase Price applicable to such Treasury PIES Units 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 on the Purchase Contract Settlement Date. In the event the sum of the ofthe Proceeds from the related Pledged Treasury Securities and the investment earnings from the related 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 distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such Proceeds, on a pro rata basis. (f) Notwithstanding the Pledge and, if applicable, the delivery of Separated Senior Notes to the Collateral Agent for Remarketing, in each case, as set forth herein, the Company's obligation to pay interest, including any accrued and unpaid, on all outstanding Senior Notes (whether then comprising a part of Corporate PIES or as Separated Senior Notes) pursuant to the Indenture shall remain.

Application of Proceeds in Settlement; Remarketing. (a) During the Period for Early Remarketing, unless Unless a Termination Event or a Tax Event Redemption has occurred or a Holder has effected an Early Settlement or a Merger Early Settlement and the Collateral Agent has received written notice of such Termination Event, Early Settlement, or Merger Early Settlement from the Company or the Purchase Contract Agent or, in the case of a Termination, Holders of at least 10% of the Outstanding PIES, (i) the Purchase Contract Agent shall provide noticenotify, substantially in the form of Exhibit G to the Purchase Contract Agreement by 11:00 a.m. (New York City time), on the Business Day immediately preceding the first of the three sequential remarketing dates of any Three-Day Initial Remarketing PeriodDate, to the Remarketing AgentsAgent, the Collateral Agent, the Indenture Trustee and the Company of the aggregate principal amount of Pledged Senior Notes comprising part of the Corporate PIES Units to be remarketed, other than those Pledged Senior Notes of Holders that have elected not to participate in the Remarketing pursuant to paragraph 19(i)(B) under Section 106 of the Supplemental Indenture Officers' Certificate and Section 5.3(c5.4(f) of the Purchase Contract Agreement (of which the Purchase Contract Agent has delivered written notice thereof to the Collateral Agent, substantially in the form of Exhibit G hereto)Agreement, and (ii) the Collateral Agent shall notify, by 11:00 a.m. (New York City time), on the Business Day immediately preceding the first of the three sequential remarketing dates of any Three-Day Initial Remarketing PeriodDate, the Remarketing AgentsAgent, the Indenture Trustee and the Company of the aggregate principal amount of Separated Senior Notes of that holders of such Separated Senior Notes that have elected to participate include in the Remarketing (the Pledged Senior Notes and Separated Senior Notes described in clauses (i) and (ii) collectively being referred to as the "Remarketing Senior Notes") and, concurrently therewith, the Collateral Agent shall, without any further instruction from any holder of the Remarketing Senior Notes, present all Remarketing Senior Notes to the Remarketing Agents Agent for Remarketing. If there has been a Successful Initial Remarketing prior to the Final Remarketing Periodor a Successful Subsequent Remarketing, the Remarketing Agents Agent will on such the Remarketing Settlement Date of such Remarketing (i) deduct and retain for itself as a remarketing fee an amount pursuant to not exceeding 25 basis points (0.25%) of the principal amount of each remarketed Remarketing Agreement (the "Remarketing Fee")Senior Note , (ii) use the remaining Proceeds with respect to the Pledged Senior Notes from such Successful Remarketing to purchase the Treasury Portfolio and, on or before the third Business Day following the Remarketing Settlement Date, deliver such Treasury Portfolio to the Collateral Agent, along with notification thereof, which shall thereupon, for the benefit of the Company, apply such Treasury Portfolio, to secure the obligation of all Holders of Corporate PIES Units to purchase Common Stock under the Purchase Contracts constituting a part of such Corporate PIESUnits, in substitution for the Pledged Senior Notes, (iii) if any Separated Senior Notes were remarketed, remit to the Collateral Agent, along with notification thereof, Agent for payment to the holders of such Separated Senior Notes sold the amounts specified in clauses 1(ii) and 2(ii) of the definition of "Remarketing Value" in the Remarketing the remaining proceeds from such Successful Remarketing attributable to such Separated Senior Notes Purchase Contract Agreement and (iv) if there then remains any proceeds remain from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) and through (iiiii) above, then remit, along with notification thereof, remit any such remaining proceeds attributable to the remarketed Pledged Senior Notes to the Purchase Contract Agent for the benefit of the holders of such Pledged Remarketed Senior Notes and to the Collateral Agent for benefit of the holders of any remarketed Separate Senior Notes, on a pro rata basis, provided, ; however, that if such Successful Remarketing is consummated after 4:30 p.m. (New York City time) on such the Remarketing Settlement Date and, despite using its commercially reasonable efforts, the Remarketing Agents Agent cannot cause the applications of the proceeds specified above to occur on such the Remarketing Settlement Date, then the Remarketing Agents Agent may make such applications and remittances on the next succeeding Business Day. Holders of the Remarketing Senior Notes that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. Following On the delivery of Remarketing Settlement Date or the next succeeding Business Day, as applicable, the Remarketing Agent shall deliver the Treasury Portfolio to the Collateral Agent as set forth above in this paragraph. The Collateral Agent, for the Collateral Agent shall have benefit of the Company, will thereupon apply such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of to secure such Holder's obligation under the Pledged Senior NotesPurchase Contracts, as provided herein. In the event that any portion of the Pledged Treasury Portfolio Interest matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds therefrom in Permitted Investments described in clause 6 of the definition of Permitted Investments, and identified by the Company in the Account Direction, unless the Company shall otherwise instruct the Securities Intermediary and the Collateral Agent as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. The Collateral Agent shall cause the Securities Intermediary to remit, on the Purchase Contract Settlement Date, a portion of the Cash Proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in an aggregate amount equal to the Treasury Portfolio Return (which aggregate amount shall be set forth in a notice given by the Company at least five Business Days before the Purchase Contract Settlement Date to the Collateral Agent, the Securities Intermediary and the Purchase Contract Agent) to the Purchase Contract Agent for the benefit of the Holders of the related Corporate PIES Units when received. Without receiving any instruction from any such Holder of Corporate PIESUnits, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the Cash Proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in an aggregate amount equal to the aggregate Purchase Price applicable to such Corporate PIES Units 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 on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Portfolio Interest and the investment earnings from the related investment in Permitted Investments exceeds the sum of the related Treasury Portfolio Return and the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such Proceeds, on a pro rata basis. basis If, by 4:00 p.m. (New York City time), on the ninth Business Day preceding the Purchase Contract Settlement Date, the Remarketing AgentsAgent, despite using its commercially reasonable efforts, have has been and are is unable to remarket all of the Remarketing Senior Notes tendered for purchase at a price equal to at least the Remarketing Value, the Remarketing Agents Agent shall Transfer to the Collateral Agent, along with notification thereof, by the sixth Business Day preceding the Purchase Contract Settlement Date, the Pledged Senior Notes that were to be remarketed during in the Period for Early Initial or Subsequent Remarketing, whereupon the Collateral Agent shall, for the benefit of the Company, apply hold such Pledged Senior Notes, to secure the obligation of the related Holders of Corporate PIES Units to purchase Common Stock under the related Purchase Contracts. (b) Unless a Termination Event has occurred or a Holder has effected settled the related Purchase Contract through a Cash Settlement, Settlement or an Early Settlement or a Merger Early Settlement, Successful Remarketing or a Successful Remarketing Tax Event Redemption has occurred during the Period for Early Remarketingoccurred, such each Holder shall be deemed to have consented to the Remarketing of its Pledged Senior Notes during in the Final Remarketing on the Final Remarketing Date, in a Remarketing in accordance with Section 2 of the Remarketing Agreement. Upon notice of such event from the Purchase Contract Agent, the Collateral Agent shall, by 11:00 a.m. (New York City time), on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holders of Corporate PIES, Transfer the Remarketing Senior Notes to the Remarketing Agents for Remarketing. Upon receiving such Remarketing Senior Notes, the Remarketing Agents, pursuant to the terms of the Remarketing Agreement, will use their commercially reasonable efforts to remarket such Remarketing Senior Notes during the Final Remarketing Period. If there has been a Successful Remarketing during the Final Remarketing Period, the Remarketing Agents will on such remarketing date (i5.4(d) deduct and retain the Remarketing Fee pursuant to the Remarketing Agreement, (ii) cause the remaining Proceeds of the Remarketing with respect to the Pledged Senior Notes in an amount equal to the aggregate principal amount of such Senior Notes to be delivered to the Purchase Contract Agent, on the Remarketing Settlement Date, (iii), if any Separated Senior Notes were remarketed, remit to the Collateral Agent, along with notification thereof, for payment to the holders of such Separated Senior Notes sold in the Remarketing the remaining proceeds from such Successful Remarketing attributable to the Separated Senior Notes and (iv) if there then remains any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) and (ii) above, remit, along with notification thereof, any excess Proceeds of the Remarketing to the Purchase Contract Agent for the benefit of the Holders of Corporate PIES whose Pledged Senior Notes were remarketed, on a pro rata basis. Holders of the Remarketing Senior Notes that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. The Purchase Contract Agent shall give written directions to the Collateral Agent, and the Collateral Agent shall instruct the Securities Intermediary, to apply a portion of the Proceeds with respect to the Pledged Senior Notes from such Remarketing, on the Purchase Contract Settlement Date, equal to the aggregate principal amount of such Pledged Senior Notes to satisfy in full the obligations of such Holders of Corporate PIES to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. If a Failed Remarketing occurs, the Collateral Agent, (a) having received notice of such Failed Remarketing from the Remarketing Agents pursuant to the Remarketing Agreement, shall, on the written direction of the Company, exercise for the benefit of the Company, its rights as a secured creditor with respect to the Pledged Senior Notes related to this Corporate PIES Certificate and (b) subject to applicable law, may (i) retain such Pledged Senior Notes in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sell such Pledged Senior Notes in one or more public or private sales, the proceeds, if any, of such sale to constitute full satisfaction of the Holders' obligations under the Purchase Contracts. (c) Unless a Termination Event has occurred or a Holder has effected a Cash Settlement, an Early Settlement or a Merger Early Settlement, if a Successful Remarketing has occurred during the Period for Early Remarketing, a 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 Pledged Treasury Portfolio, in the case of Holders of Corporate PIES, and the related Pledged Treasury Securities, in the case of Holders of Treasury PIES. (d) In the event that all or any portion of the Pledged Treasury Securities matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash Proceeds therefrom in Permitted Investments in clause 6 of the definition of Permitted Investments and identified by the Company in the Account Direction, unless the Company shall otherwise instruct the Securities Intermediary and the Collateral Agent as to the type of Permitted Investments in which any such Cash Proceeds shall be invested. (e) Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the Cash Proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in an amount equal to the aggregate Purchase Price applicable to such Treasury PIES 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 on the Purchase Contract Settlement Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities and the investment earnings from the related 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 distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such Proceeds, on a pro rata basis. (f) Notwithstanding the Pledge and, if applicable, the delivery of Separated Senior Notes to the Collateral Agent for Remarketing, in each case, as set forth herein, the Company's obligation to pay interest, including any accrued and unpaid, on all outstanding Senior Notes (whether then comprising a part of Corporate PIES or as Separated Senior Notes) pursuant to the Indenture shall remain.Contract