Common use of Payment of Purchase Price; Remarketing Clause in Contracts

Payment of Purchase Price; Remarketing. (a) Unless a Termination Event has occurred or a Holder has settled the related Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, the settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 of the Remarketing Agreement. (b) With respect to any Pledged Senior Notes which are subject of a Failed Remarketing, the Collateral Agent, for the benefit of the Company, and upon written direction of the Company as provided in the Pledge Agreement, reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph (c) below, may (i) retain such Senior Notes in full satisfaction of the Holders' obligations under the related Purchase Contracts or (ii) sell such Senior Notes in one or more public or private sales. (c) A Holder of Corporate PIES may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or by notifying the Purchase Contract Agent of such election and complying with the procedures for creating Treasury PIES set forth in Section 3.13 until 5:00 p.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. A Holder that does not so create Treasury PIES by delivering the Treasury Security or Treasury Securities pursuant to this paragraph and Section 3.13 shall be deemed to have elected to participate in any Remarketing. (d) In the event that all or any portion of the Pledged Treasury Securities of Treasury PIES matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the 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. (e) Any distributions to Holders of excess funds and interest pursuant to a Successful Remarketing or described in (d) above shall be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose or, at the option of the Holder, or the holder of Separated Senior Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer to an account specified by the Holder, or the holder of Separated Senior Notes, as applicable. (f) The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event shall Holders be liable for any deficiency between such payments and the Purchase Price. (g) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES unless the Company shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notes.

Payment of Purchase Price; Remarketing. (a) Unless a Tax Event Redemption, successful remarketing, Termination Event has occurred or a Holder has settled the related Purchase Contract through a Cash Settlement pursuant to Section 5.8Event, an Early Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10or Early Settlement has occurred, the settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 of the Remarketing Agreement. (b) With respect to any Pledged Senior Notes which are subject of a Failed Remarketing, the Collateral Agent, for the benefit of the Company, and upon written direction of the Company as provided in the Pledge Agreement, reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph (c) below, may (i) retain such Senior Notes in full satisfaction of the Holders' obligations under the related Purchase Contracts or (ii) sell such Senior Notes in one or more public or private sales. (c) A each Holder of Corporate PIES an Equity Unit may elect not to participate pay in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or by notifying the Purchase Contract Agent of such election and complying with the procedures for creating Treasury PIES set forth in Section 3.13 until 5:00 p.m. cash (New York City time) on the Business Day immediately preceding the first of the three sequential remarketing dates of any Three-Day Remarketing Period. A Holder that does not so create Treasury PIES by delivering the Treasury Security or Treasury Securities pursuant to this paragraph and Section 3.13 shall be deemed to have elected to participate in any Remarketing. (d) In the event that all or any portion of the Pledged Treasury Securities of Treasury PIES matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the 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. (e) Any distributions to Holders of excess funds and interest pursuant to a Successful Remarketing or described in (d) above shall be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose or, at the option of the Holder, or the holder of Separated Senior Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer to an account specified by the Holder, or the holder of Separated Senior Notes, as applicable. (f) The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by “Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of ”) the proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event shall Holders be liable for any deficiency between such payments and the Purchase Price. (g) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES unless the Company shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by pursuant to a Forward Purchase Contract if such Holder notifies the Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the tenth Business Day immediately preceding the Stock Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (i) A Holder of an Equity Unit who has so notified the Agent of its intention to make a Cash Settlement is required to pay the Purchase Price to the Collateral Agent prior to 11:00 a.m., New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date in lawful money of the United States by certified or cashiers’ check or wire transfer, in each case payable to or upon the order of the Company. Any cash received by the Collateral Agent will be paid to the Company on the Stock Purchase Date in settlement of the Forward Purchase Contract in accordance with the terms of this Agreement and the Pledge Agreement. (ii) If a Holder of an Equity Unit fails to notify the Agent of its intention to make a Cash Settlement in accordance with this paragraph (a), the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) below. If a Holder of an Equity Unit does notify the Agent as provided in this paragraph (a) of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph 5.4 (b) below. (i) The Company has engaged the Remarketing Agent to sell the Notes of (A) Holders of Equity Units, other than Holders that have elected not to participate in the manner herein remarketing pursuant to the procedures set forthforth in subsection (g) below, and (B) holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 4.5(d) of the Pledge Agreement. On the seventh Business Day prior to the Remarketing Date or the first day of any subsequent Remarketing Period, the Agent shall give Holders of Equity Units and holders of Separate Notes notice of the remarketing (the form of which notice to be provided by the Company) in a daily newspaper in the English language of general circulation in The City of New York, which paymentis expected to be The Wall Street Journal, including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) described in subsection (g) below, that must be delivered by Holders of Equity Units that elect not to participate in the remarketing pursuant to subsection (g) below, no later than 10:00 a.m., New York City time, on the fourth Business Day preceding the Remarketing Date or the first day of any Subsequent Remarketing Period, as applicable. The Agent shall notify, by 10:00 a.m., New York City time, on the third Business Day preceding the Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number of Notes of Equity Units Holders to be remarketed. On the third Business Day immediately preceding the Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, no later than by 10:00 a.m. New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. On the third Business Day immediately preceding the Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all Notes to be remarketed. (c) Upon receipt of such notice from the Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, use its commercially reasonable best efforts to (i) establish a rate of interest that, in the opinion of the Remarketing Agent, will, when applied to the outstanding Notes (assuming, even if not true, that all of the Notes are included in the remarketing), enable the then current aggregate market value of the Notes to have a value equal to approximately 100.25% of the Remarketing Value as of the Remarketing Date or as of any Subsequent Remarketing Date, as the case may be (the “Reset Rate”) and (ii) sell such Notes on such date at a price equal to 100.25% of Corporate PIES upon the occurrence Remarketing Value. (d) The Remarketing Agent will use the proceeds from a successful remarketing to purchase the appropriate U.S. Treasury securities (the “Agent-purchased Treasury Consideration”) with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (1) and (2) of the definition of Remarketing Value related to the Notes of Holders of Equity Units or that were remarketed. On or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Agent-purchased Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders’ obligations under the Forward Purchase Contracts. The Remarketing Agent will deduct as a remarketing fee an amount not exceeding 25 basis points (0.25%) of the total proceeds from the remarketing (the “Remarketing Fee”). The Remarketing Agent will remit (1) the portion of the proceeds from the remarketing attributable to the Separate Notes to the Custodial Agent for the benefit of the holders of Separate Notes that were remarketed and (2) the remaining portion of the proceeds, less those proceeds used to purchase the Agent-purchased Treasury Consideration, to the Agent for payment to the Holders of the Equity Units that were remarketed, all determined on a pro rata basis, in each case, on or prior to the third Business Day following such Remarketing Date or Subsequent Remarketing Date. Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. (e) (i) If, in spite of using its commercially reasonable best efforts, the Remarketing Agent cannot establish the Reset Rate remarket the Notes included in the remarketing at a price equal to approximately 100.25% of the Remarketing Value, the Remarketing Agent will again attempt to establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately 100.25% of the Remarketing Value on each of the two immediately following Business Days. If the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to approximately 100.25% of the Remarketing Value on either of those days, it will attempt to establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately 100.25% of the Remarketing Value on each of the three Business Days immediately preceding [ ]. If the Remarketing Agent cannot establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately 100.25% of the Remarketing Value either on any of the two Business Days immediately following the Remarketing Date or on any of the three Business Days immediately preceding [ ], the remarketing in each period will be deemed to gave failed (each, a “Failed Remarketing”). If the Remarketing Agent cannot establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately 100.25% of the Remarketing Value on any of the three Business Days immediately preceding [ ], shall occur the Remarketing Agent will further attempt to establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately 100.25% of the Remarketing Value on each of the three Business Days immediately preceding [ ]. If, in spite of using its commercially reasonable best efforts, the Remarketing Agent fails to remarket the Notes underlying the Equity Units at a price equal to approximately 100.25%, but not less than 100%, of the Remarketing Value in accordance with the terms of the Pledge Agreement by 4:00 p.m., New York City time, on the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notesthird Business Day immediately preceding the Stock Purchase Date, a “Last Failed Remarketing” will be deemed to have occurred.

Payment of Purchase Price; Remarketing. (a) Unless a Tax Event Redemption, successful remarketing of the Notes pursuant to the provisions of this Section 5.4 or Termination Event has occurred occurred, or a Holder of a Unit has settled the related underlying Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, each Holder of a Normal Unit may pay in cash ("Cash Settlement") the Purchase Price for the shares of Common Stock to be purchased pursuant to a Purchase Contract if such Holder notifies the Agent by surrender of the Normal Unit Certificate and delivery of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (i) A Holder of a Normal Unit who has so notified the Agent of its intention to make a Cash Settlement is required to pay the Purchase Price to the Collateral Agent prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Stock Purchase Date in lawful money of the United States by certified or cashiers' check or wire transfer, in each case in immediately available funds payable to or upon the order of the Company. Any cash received by the Collateral Agent will be paid to the Company on the Stock Purchase Date in settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 the terms of this Agreement and the Remarketing Pledge Agreement. (ii) If a Holder of a Normal Unit fails to notify the Agent of its intention to make a Cash Settlement in accordance with paragraph (a)(i) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) With respect to any Pledged Senior Notes which are subject below. If a Holder of a Failed RemarketingNormal Unit does notify the Agent as provided in paragraph (a)(i) above of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, such failure shall constitute an event of default; however, the Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Notes, including but not limited to those rights specified in subsection (b)(iii) below. (i) Unless a Tax Event Redemption has occurred, the Company and upon written direction Household Finance shall engage a nationally recognized investment bank (the 40 "Remarketing Agent") pursuant to a Remarketing Agreement to be mutually agreed on by the Company, Household Finance, the Agent and the Remarketing Agent, but providing for remarketing procedures substantially as set forth below to sell the Notes of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in clause (iv) below, and holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 4.5(d) of the Pledge Agreement. On the seventh Business Day prior to first day of each Remarketing Period, the Agent shall give Holders of Normal Units and holders of Separate Notes notice of the remarketing in a daily newspaper in the English language of general circulation in The City of New York (which is expected to be The Wall Street Journal) including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) described in clause (iv) below, that must be delivered by Holders of Normal Units that elect not to participate in the remarketing pursuant to clause (iv) below no later than 10:00 a.m., New York City time, on the fourth Business Day preceding the first day of such Remarketing Period. The Company as provided in or the Agent, at the Company's request, shall request not later than seven nor more than 15 calendar days prior to any Remarketing Period, that the Clearing Agency notify the Clearing Agency participants of such Remarketing Period. The Agent shall notify, by 10:00 a.m., New York City time, on the third Business Day preceding the first day of such Remarketing Period, the Remarketing Agent and the Collateral Agent of the aggregate number of Notes of Normal Unit Holders to be remarketed. On the third Business Day preceding the first day of such Remarketing Period, no later than by 10:00 a.m., New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. No later than 10:00 a.m., New York City time, on the Business Day immediately preceding the first day of such Remarketing Period, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all Notes to be remarketed. Upon receipt of such notice from the Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, use its commercially reasonable best efforts to sell such Notes on such date at an aggregate price equal to at least 100.25% of the Remarketing Value. The Remarketing Agent will use the proceeds from a successful remarketing to purchase the appropriate U.S. Treasury securities (the "Agent-purchased Treasury Consideration") with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (i)(1) and (ii)(1) of the definition of Remarketing Value related to the Notes of Holders of Normal Units that were remarketed. On or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date on which the Notes are successfully remarketed, the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Agent-purchased Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts. In the event of a successful remarketing pursuant to this Section 5.4, the Remarketing Agent will deduct as a remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds from the remarketing (the "Remarketing Fee"). The Remarketing Agent will remit (1) the portion of the proceeds from the remarketing attributable to the Separate Notes to the holders of Separate Notes that were remarketed and (2) the remaining portion of the proceeds, less those proceeds used to purchase the Agent-purchased Treasury Consideration, to the Agent for the benefit of the Holders of the Normal Units that were remarketed, all determined on a pro rata basis, in each case, on or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date on which the Notes were successfully remarketed. Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. (ii) If, in spite of using its commercially reasonable best efforts, the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to at least 100.25% of the Remarketing Value on the Remarketing Date, the Remarketing Agent will attempt to establish a Remarketing Rate meeting these requirements on each of the two immediately following Business Days. If the Remarketing Agent cannot establish a Remarketing Rate meeting these requirements on either of those days, the remarketing in such period will be deemed to have failed (a "Failed Remarketing"). In the event of a Failed Remarketing with respect to the first Remarketing Period, the Remarketing Agent will undertake the procedures set forth in clause (i) above on each of the three Business Days in the second Remarketing Period. In the event of a Failed Remarketing in the second Remarketing Period, the Remarketing Agent will further attempt to establish such a Remarketing Rate on the third Business Day immediately preceding the Stock Purchase Date. If, in spite of using its commercially reasonable best efforts, the Remarketing Agent fails to remarket the Notes underlying the Normal Units at a price equal to at least 100.25% of the Remarketing Value in accordance with the terms of the Pledge Agreement by 4:00 p.m., New York City time, on the third Business Day immediately preceding the Stock Purchase Date, the "Last Failed Remarketing" will be deemed to have occurred. Each remarketing attempt that takes place in accordance with this Section 5.4 after the Remarketing Date is referred to herein as a "Subsequent Remarketing." Within three Business Days following the date of a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Remarketing Agent shall return any Notes delivered to it to the Collateral Agent and the Custodial Agent, as applicable. The Collateral Agent, for the benefit of the Company, may exercise its rights as a secured party with respect to 42 such Notes, including those actions specified in (b) (iii) below; provided that if upon the Last Failed Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to such Notes, any accumulated and unpaid interest on such Notes will become payable by Household Finance to the Agent for payment to the Holders of the Normal Units to which such Notes relate. Such payment will be made by Household Finance on or prior to 11:00 a.m., New York City time, on the Stock Purchase Date in lawful money of the United States by certified or cashier's check or wire transfer in immediately available funds payable to or upon the order of the Agent. The Company will cause a notice of any Failed Remarketing and of the Last Failed Remarketing to be published on the fourth Business Day following each Failed Remarketing and the Last Failed Remarketing, as the case may be, in a daily newspaper in the English language of general circulation in The City of New York, which shall be The Wall Street Journal, if such newspaper is then so published. The Company will also release this information by means of Bloomberg and Reuters newswire. (iii) With respect to any Notes which constitute part of Normal Units which are subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph Section 5.4 (ce) below, may may, among other things, (iA) retain such Senior Notes in full satisfaction of the Holders' obligations under the related Purchase Contracts or (iiB) sell such Senior Notes in one or more public or private salessales or otherwise. (civ) A Holder of Corporate PIES Normal Units may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or remarketing and retain the Notes underlying such Units by notifying the Purchase Contract Agent of such election and complying with delivering the procedures for creating specific U.S. Treasury PIES set forth security or securities (including the CUSIP number and/or the principal terms of such security or securities) identified by the Agent (as having been based solely on the identification that the Remarketing Agent shall have advised the Agent) that constitute the U.S. Treasury securities described in Section 3.13 until 5:00 p.m. clauses (i) and (ii) of the definition of Remarketing Value relating to the retained Notes (as if only such Notes were being remarketed) (the "Opt-out Treasury Consideration") to the Agent not later than 10:00 a.m., New York City time) , on the fourth Business Day prior to the beginning of any Remarketing Period. Upon receipt thereof by the Agent, the Agent shall deliver such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder's obligations under the Purchase Contracts. On the Business Day immediately preceding the first day of a Remarketing Period, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes of such Holder to the Agent. Within three sequential remarketing dates Business Days following the last day of any Three-Day such Remarketing Period, (A) if the remarketing was successful, the Agent shall distribute such Notes to the Holders thereof, and (B) if there was a Failed Remarketing on such date, the Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Notes to secure such Holders' obligations under the Purchase Contract and return the Opt-out Treasury Consideration delivered by such Holders to such Holders. A Holder that does not so create deliver the Opt-out Treasury PIES by delivering Consideration or does not so notify the Treasury Security or Treasury Securities agent of its election not to participate in the remarketing pursuant to this paragraph and Section 3.13 clause (iv) shall be deemed to have elected to participate in any Remarketingthe remarketing. (dc) In Upon the event that all or any portion maturity of the Pledged Treasury Securities underlying the Stripped Units and, in the event of a successful remarketing or a Tax Event Redemption, the Pledged Treasury PIES matures before Consideration underlying the Normal Units on the Stock Purchase Contract Settlement Date, the Collateral Agent shall invest remit to the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in Company 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 Units, as payment for the shares of Common Stock under issuable upon settlement thereof without needing to receive any instructions from the related Purchase Contracts on the Purchase Contract Settlement DateHolders of such Units. In the event the sum payments in respect of the proceeds from the related Pledged Treasury Securities and or the investment earnings from Pledged Treasury Consideration underlying a Unit is in excess of the related investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts Contract being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to will distribute such excess, excess to the Agent for the benefit of the Holder of such Unit 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. (ed) Any distributions distribution to Holders of excess funds and interest pursuant to a Successful Remarketing or described in Section 5.4 (db) and (c) above shall be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose Corporate Trust Office or, at the option of the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer to an account maintained in the United States specified by the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable. (fe) The Notwithstanding anything to the contrary herein or in the Pledge Agreement, subject to Section 3.2 of the Pledge Agreement, the obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the HoldersHolders (except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement) and in no event shall will Holders be liable for any deficiency between such payments and the Purchase Price. (gf) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES Unit unless the Company shall have (i) received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by 44 such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of forth or (ii) exercised its rights as a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notessecured party under Section 5.4(b)(iii).

Payment of Purchase Price; Remarketing. (a) Unless a Tax Event Redemption, successful remarketing of the Notes pursuant to the provisions of this Section 5.4 or Termination Event has occurred occurred, or a Holder of a Unit has settled the related underlying Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, each Holder of a Normal Unit may pay in cash ("Cash Settlement") the Purchase Price for the Common Shares to be purchased pursuant to a Purchase Contract if such Holder notifies the Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the seventh Business Day immediately preceding the Share Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (i) A Holder of a Normal Unit who has so notified the Agent of its intention to make a Cash Settlement is required to pay the Purchase Price to the Collateral Agent prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Share Purchase Date in lawful money of the United States by certified or cashiers' check or wire transfer, in each case in immediately available funds payable to or upon the order of the Company. Any cash received by the Collateral Agent will be paid to the Company on the Share Purchase Date in settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 the terms of this Agreement and the Remarketing Pledge Agreement. (ii) If a Holder of a Normal Unit fails to notify the Agent of its intention to make a Cash Settlement in accordance with paragraph (a)(i) above, such failure shall constitute an event of default and the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) With respect to any Pledged Senior Notes which are subject below. If a Holder of a Failed RemarketingNormal Unit does notify the Agent as provided in paragraph (a)(i) above of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, such failure shall also constitute an event of default; however, the Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Notes, including but not limited to those rights specified in subsection (b)(iii) below. (i) Unless a Tax Event Redemption has occurred, the Company and upon written direction Platinum Underwriters Finance shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to a Remarketing Agreement to be mutually agreed on by the Company, Platinum Underwriters Finance, the Agent and the Remarketing Agent, but providing for remarketing procedures substantially as set forth below to sell the Notes of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in clause (iv) below, and holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 4.5(d) of the Pledge Agreement. On the seventh Business Day prior to first day of each Remarketing Period, the Agent shall give Holders of Normal Units and holders of Separate Notes notice of the remarketing in a daily newspaper in the English language of general circulation in The City of New York (which is expected to be THE WALL STREET JOURNAL) including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) described in clause (iv) below, that must be delivered by Holders of Normal Units that elect not to participate in the remarketing pursuant to clause (iv) below no later than 10:00 a.m., New York City time, on the fourth Business Day preceding the first day of such Remarketing Period. The Company as provided in or the Agent, at the Company's request, shall request not later than seven nor more than 15 calendar days prior to any Remarketing Period, that the Clearing Agency notify the Clearing Agency participants of such Remarketing Period. The Agent shall notify, by 10:00 a.m., New York City time, on the third Business Day preceding the first day of such Remarketing Period, the Remarketing Agent and the Collateral Agent of the aggregate number of Notes of Normal Unit Holders to be remarketed. On the third Business Day preceding the first day of such Remarketing Period, no later than by 10:00 a.m., New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. No later than 10:00 a.m., New York City time, on the Business Day immediately preceding the first day of such Remarketing Period, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all Notes to be remarketed. Upon receipt of such notice from the Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, use its commercially reasonable best efforts to sell such Notes on such date at an aggregate price equal to at least 100.25% of the Remarketing Value. The Remarketing Agent will use the proceeds from a successful remarketing to purchase the appropriate U.S. Treasury securities (the "Agent-purchased Treasury Consideration") with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (i)(1) and (ii)(1) of the definition of Remarketing Value related to the Notes of Holders of Normal Units that were remarketed. On or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date on which the Notes are successfully remarketed, the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Agent-purchased Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts. In the event of a successful remarketing pursuant to this Section 5.4, the Remarketing Agent will deduct as a remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds from the remarketing (the "Remarketing Fee"). The Remarketing Agent will remit (1) the portion of the proceeds from the remarketing attributable to the Separate Notes to the holders of Separate Notes that were remarketed and (2) the remaining portion of the proceeds, less those proceeds used to purchase the Agent-purchased Treasury Consideration, to the Agent for the benefit of the Holders of the Normal Units that were remarketed, all determined on a pro rata basis, in each case, on or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date on which the Notes were successfully remarketed. Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. (ii) If, in spite of using its commercially reasonable best efforts, the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to at least 100.25% of the Remarketing Value on the Remarketing Date, the Remarketing Agent will attempt to establish a Remarketing Rate meeting these requirements on each of the two immediately following Business Days. If the Remarketing Agent cannot establish a Remarketing Rate meeting these requirements on either of those days, the remarketing in such period will be deemed to have failed (a "Failed Remarketing"). In the event of a Failed Remarketing with respect to the first Remarketing Period, the Remarketing Agent will undertake the procedures set forth in clause (i) above in each of the three Business Days in the second Remarketing Period. In the event of a Failed Remarketing in the second Remarketing Period, the Remarketing Agent will further attempt to establish such a Remarketing Rate on the third Business Day immediately preceding the Share Purchase Date. If, in spite of using its commercially reasonable best efforts, the Remarketing Agent fails to remarket the Notes underlying the Normal Units at a price equal to at least 100.25% of the Remarketing Value in accordance with the terms of the Pledge Agreement by 4:00 p.m., New York City time, on the third Business Day immediately preceding the Share Purchase Date, the "Last Failed Remarketing" will be deemed to have occurred. Each remarketing attempt that takes place in accordance with this Section 5.4 after the Remarketing Date is referred to herein as a "Subsequent Remarketing." Within three Business Days following the date of a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Remarketing Agent shall return any Notes delivered to it to the Collateral Agent and the Custodial Agent, as applicable. The Collateral Agent, for the benefit of the Company, may exercise its rights as a secured party with respect to such Notes, including those actions specified in (b) (iii) below; provided that if upon the Last Failed Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to such Notes, any accumulated and unpaid interest on such Notes will become payable by Platinum Underwriters Finance to the Agent for payment to the Holders of the Normal Units to which such Notes relate. Such payment will be made by Platinum Underwriters Finance on or prior to 11:00 a.m., New York City time, on the Share Purchase Date in lawful money of the United 50 States by certified or cashier's check or wire transfer in immediately available funds payable to or upon the order of the Agent. The Company will cause a notice of any Failed Remarketing and of the Last Failed Remarketing to be published on the fourth Business Day following each Failed Remarketing and the Last Failed Remarketing, as the case may be, in a daily newspaper in the English language of general circulation in The City of New York, which shall be THE WALL STREET JOURNAL, if such newspaper is then so published. The company will also release this information by means of Bloomberg and Reuters newswire. (iii) With respect to any Notes which constitute part of Normal Units which are subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph Section 5.4 (ce) below, may may, among other things, (iA) retain such Senior Notes in full satisfaction of the Holders' obligations under the related Purchase Contracts or (iiB) sell such Senior Notes in one or more public or private salessales or otherwise. (civ) A Holder of Corporate PIES Normal Units may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or remarketing and retain the Notes underlying such Units by notifying the Purchase Contract Agent of such election and complying with delivering the procedures for creating specific U.S. Treasury PIES set forth security or securities (including the CUSIP number and/or the principal terms of such security or securities) identified by the Agent (as having been based solely on the identification that the Remarketing Agent shall have advised the Agent) that constitute the U.S. Treasury securities described in Section 3.13 until 5:00 p.m. clauses (i) and (ii) of the definition of Remarketing Value relating to the retained Notes (as if only such Notes were being remarketed) (the "Opt-out Treasury Consideration") to the Agent not later than 10:00 a.m., New York City time) , on the fourth Business Day prior to the beginning of any Remarketing Period. Upon receipt thereof by the Agent, the Agent shall deliver such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder's obligations under the Purchase Contracts. On the Business Day immediately preceding the first day of a Remarketing Period, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes of such Holder to the Agent. Within three sequential remarketing dates Business Days following the last day of any Three-Day such Remarketing Period, (A) if the remarketing was successful, the Agent shall distribute such Notes to the Holders thereof, and (B) if there was a Failed Remarketing on such date, the Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Notes to secure such Holders' obligations under the Purchase Contract and return the Opt-out Treasury Consideration delivered by such Holders to such Holders. A Holder that does not so create deliver the Opt-out Treasury PIES by delivering Consideration or does not so notify the Treasury Security or Treasury Securities agent of its election not to participate in the remarketing pursuant to this paragraph and Section 3.13 clause (iv) shall be deemed to have elected to participate in any Remarketingthe remarketing. (dc) In Upon the event that all or any portion maturity of the Pledged Treasury Securities underlying the Stripped Units and, in the event of a successful remarketing or a Tax Event Redemption, the Pledged Treasury PIES matures before Consideration underlying the Normal Units, on the Share Purchase Contract Settlement Date, the Collateral Agent shall invest remit to the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in Company an amount equal to the aggregate Purchase Price applicable to such Treasury PIES Units, as payment for the Common Shares issuable upon settlement thereof without needing to satisfy in full receive any instructions from the Holders of 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 DateUnits. In the event the sum payments in respect of the proceeds from the related Pledged Treasury Securities and or the investment earnings from Pledged Treasury Consideration underlying a Unit is in excess of the related investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts Contract being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to will distribute such excess, excess to the Agent for the benefit of the Holder of such Unit 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. (ed) Any distributions distribution to Holders of excess funds and interest pursuant to a Successful Remarketing or described in Section 5.4 (db) and (c) above shall be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose Corporate Trust Office or, at the option of the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer to an account maintained in the United States specified by the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable. (fe) The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the HoldersHolders (except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement) and in no event shall will Holders be liable for any deficiency between such payments and the Purchase Price. (gf) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock Shares in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES Unit unless the Company shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock Shares to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notes.

Payment of Purchase Price; Remarketing. (a) Unless a Tax Event Redemption, Prepayment Event, successful remarketing of the Notes pursuant to the provisions of this Section 5.4 or Termination Event has occurred occurred, or a Holder of a Unit has settled the related underlying Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 or a 49 Merger Early Settlement pursuant to Section 5.10, each Holder of a Normal Unit may pay in cash ("Cash Settlement") the Purchase Price for the Common Shares to be purchased pursuant to a Purchase Contract if such Holder notifies the Agent by surrender of the Normal Unit Certificate and delivery of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the seventh Business Day immediately preceding the Share Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (i) A Holder of a Normal Unit who has so notified the Agent of its intention to make a Cash Settlement is required to pay the Purchase Price to the Collateral Agent prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Share Purchase Date in lawful money of the United States by certified or cashiers' check or wire transfer, in each case in immediately available funds payable to or upon the order of the Company. Any cash received by the Collateral Agent will be paid to the Company on the Share Purchase Date in settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 the terms of this Agreement and the Remarketing Pledge Agreement. (ii) If a Holder of a Normal Unit fails to notify the Agent of its intention to make a Cash Settlement in accordance with paragraph (a)(i) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) With respect to any Pledged Senior Notes which are subject below. If a Holder of a Failed RemarketingNormal Unit does notify the Agent as provided in paragraph (a)(i) above of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, such failure shall constitute an event of default; however, the Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Notes, including but not limited to those rights specified in subsection (b)(iii) below. (i) Unless a Tax Event Redemption or Prepayment Event has occurred, the Company and upon written direction Platinum Underwriters Finance shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to a Remarketing Agreement to be mutually agreed on by the Company, Platinum Underwriters Finance, the Agent and the Remarketing Agent, but providing for remarketing procedures substantially as set forth below to sell the Notes of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in clause (iv) below, and holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 4.5(d) of the Pledge Agreement. On the seventh Business Day prior to first day of each Remarketing Period, the 50 Agent shall give Holders of Normal Units and holders of Separate Notes notice of the remarketing in a daily newspaper in the English language of general circulation in The City of New York (which is expected to be THE WALL STREET JOURNAL) including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) described in clause (iv) below, that must be delivered by Holders of Normal Units that elect not to participate in the remarketing pursuant to clause (iv) below no later than 10:00 a.m., New York City time, on the fourth Business Day preceding the first day of such Remarketing Period. The Company as provided in or the Agent, at the Company's request, shall request not later than seven nor more than 15 calendar days prior to any Remarketing Period, that the Clearing Agency notify the Clearing Agency participants of such Remarketing Period. The Agent shall notify, by 10:00 a.m., New York City time, on the third Business Day preceding the first day of such Remarketing Period, the Remarketing Agent and the Collateral Agent of the aggregate number of Notes of Normal Unit Holders to be remarketed. On the third Business Day preceding the first day of such Remarketing Period, no later than by 10:00 a.m., New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. No later than 10:00 a.m., New York City time, on the Business Day immediately preceding the first day of such Remarketing Period, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all Notes to be remarketed. Upon receipt of such notice from the Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, use its commercially reasonable best efforts to sell such Notes on such date at an aggregate price equal to at least 100.25% of the Remarketing Value. The Remarketing Agent will use the proceeds from a successful remarketing to purchase the appropriate U.S. Treasury securities (the "Agent-purchased Treasury Consideration") with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (i)(1) and (ii)(1) of the definition of Remarketing Value related to the Notes of Holders of Normal Units that were remarketed. On or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date on which the Notes are successfully remarketed, the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Agent-purchased Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts. In the event of a successful remarketing pursuant to this Section 5.4, the Remarketing Agent will deduct as a remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds from the remarketing (the "Remarketing Fee"). The Remarketing Agent will remit (1) the portion of the proceeds from the remarketing attributable to the Separate Notes to the holders of Separate Notes that were remarketed and (2) the remaining portion of the proceeds, less those proceeds used to purchase the Agent-purchased Treasury Consideration, to the Agent for the benefit of the Holders of the Normal Units that were remarketed, all determined on a pro rata basis, in each case, on or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date on which the Notes were successfully remarketed. Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. (ii) If, in spite of using its commercially reasonable best efforts, the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to at least 100.25% of the Remarketing Value on the Remarketing Date, the Remarketing Agent will attempt to establish a Remarketing Rate meeting these requirements on each of the two immediately following Business Days. If the Remarketing Agent cannot establish a Remarketing Rate meeting these requirements on either of those days, the remarketing in such period will be deemed to have failed (a "Failed Remarketing"). In the event of a Failed Remarketing with respect to the first Remarketing Period, the Remarketing Agent will undertake the procedures set forth in clause (i) above on each of the three Business Days in the second Remarketing Period. In the event of a Failed Remarketing in the second Remarketing Period, the Remarketing Agent will further attempt to establish such a Remarketing Rate on the third Business Day immediately preceding the Share Purchase Date. If, in spite of using its commercially reasonable best efforts, the Remarketing Agent fails to remarket the Notes underlying the Normal Units at a price equal to at least 100.25% of the Remarketing Value in accordance with the terms of the Pledge Agreement by 4:00 p.m., New York City time, on the third Business Day immediately preceding the Share Purchase Date, the "Last Failed Remarketing" will be deemed to have occurred. Each remarketing attempt that takes place in accordance with this Section 5.4 after the Remarketing Date is referred to herein as a "Subsequent Remarketing." Within three Business Days following the date of a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Remarketing Agent shall return any Notes delivered to it to the Collateral Agent and the Custodial Agent, as applicable. The Collateral Agent, for the benefit of the Company, may exercise its rights as a secured party with respect to such Notes, including those actions specified in (b) (iii) below; provided that if upon the Last Failed Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to such Notes, any accumulated and unpaid interest on such Notes will become payable by Platinum Underwriters Finance to the Agent for payment to the Holders of the Normal Units to which such Notes relate. Such payment will be made by Platinum Underwriters Finance on or prior to 11:00 a.m., New York City time, on the Share Purchase Date in lawful money of the United 52 States by certified or cashier's check or wire transfer in immediately available funds payable to or upon the order of the Agent. The Company will cause a notice of any Failed Remarketing and of the Last Failed Remarketing to be published on the fourth Business Day following each Failed Remarketing and the Last Failed Remarketing, as the case may be, in a daily newspaper in the English language of general circulation in The City of New York, which shall be THE WALL STREET JOURNAL, if such newspaper is then so published. The Company will also release this information by means of Bloomberg and Reuters newswire. (iii) With respect to any Notes which constitute part of Normal Units which are subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph Section 5.4 (ce) below, may may, among other things, (iA) retain such Senior Notes in full satisfaction of the Holders' obligations under the related Purchase Contracts or (iiB) sell such Senior Notes in one or more public or private salessales or otherwise. (civ) A Holder of Corporate PIES Normal Units may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or remarketing and retain the Notes underlying such Units by notifying the Purchase Contract Agent of such election and complying with delivering the procedures for creating specific U.S. Treasury PIES set forth security or securities (including the CUSIP number and/or the principal terms of such security or securities) identified by the Agent (as having been based solely on the identification that the Remarketing Agent shall have advised the Agent) that constitute the U.S. Treasury securities described in Section 3.13 until 5:00 p.m. clauses (i) and (ii) of the definition of Remarketing Value relating to the retained Notes (as if only such Notes were being remarketed) (the "Opt-out Treasury Consideration") to the Agent not later than 10:00 a.m., New York City time) , on the fourth Business Day prior to the beginning of any Remarketing Period. Upon receipt thereof by the Agent, the Agent shall deliver such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder's obligations under the Purchase Contracts. On the Business Day immediately preceding the first day of a Remarketing Period, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes of such Holder to the Agent. Within three sequential remarketing dates Business Days following the last day of any Three-Day such Remarketing Period, (A) if the remarketing was successful, the Agent shall distribute such Notes to the Holders thereof, and (B) if there was a Failed Remarketing on such date, the Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Notes to secure such Holders' obligations under the Purchase Contract and return the Opt-out Treasury Consideration delivered by such Holders to such Holders. A Holder that does not so create deliver the Opt-out Treasury PIES by delivering Consideration or does not so notify the Treasury Security or Treasury Securities agent of its election not to participate in the remarketing pursuant to this paragraph and Section 3.13 clause (iv) shall be deemed to have elected to participate in any Remarketingthe remarketing. (dc) In Upon the event that all or any portion maturity of the Pledged Treasury Securities underlying the Stripped Units and, in the event of a successful remarketing, a Prepayment Event or a Tax Event Redemption, the Pledged Treasury PIES matures before Consideration underlying the Normal Units on the Share Purchase Contract Settlement Date, the Collateral Agent shall invest remit to the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in Company an amount equal to the aggregate Purchase Price applicable to such Treasury PIES Units, as payment for the Common Shares issuable upon settlement thereof without needing to satisfy in full receive any instructions from the Holders of 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 DateUnits. In the event the sum payments in respect of the proceeds from the related Pledged Treasury Securities and or the investment earnings from Pledged Treasury Consideration underlying a Unit is in excess of the related investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts Contract being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to will distribute such excess, excess to the Agent for the benefit of the Holder of such Unit 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. (ed) Any distributions distribution to Holders of excess funds and interest pursuant to a Successful Remarketing or described in Section 5.4 (db) and (c) above shall be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose Corporate Trust Office or, at the option of the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer to an account maintained in the United States specified by the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable. (fe) The Notwithstanding anything to the contrary herein or in the Pledge Agreement, subject to Section 3.2 of the Pledge Agreement, the obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the HoldersHolders (except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement) and in no event shall will Holders be liable for any deficiency between such payments and the Purchase Price. (gf) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock Shares in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES Unit unless the Company shall have (i) received payment in full of the aggregate Purchase Price for the shares of Common Stock Shares to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of forth or (ii) exercised its rights as a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notessecured party under Section 5.4(b)(iii).

Payment of Purchase Price; Remarketing. (a) Unless a Special Event Redemption or a Termination Event has occurred or a Holder of a Unit has settled the related underlying Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 5.7 or a Merger Early Settlement pursuant to Section 5.105.8, the settlement of the Purchase Contract relating to underlying a PIES Unit will be made by Remarketing in accordance with this Section 2 5.2. (i) TECO shall engage a nationally recognized investment bank to act as Remarketing Agent (the "Remarketing Agent") pursuant to the Remarketing Agreement (substantially in the form attached hereto as Exhibit E, with such changes and modifications as the parties thereto agree on) to sell the Trust Preferred Securities of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to (iv) below, and holders of Separate Trust Preferred Securities that have elected to participate in the remarketing pursuant to Section 4.5(c) of the Pledge Agreement. On the seventh Business Day prior to October 15, 2004, the Purchase Contract Agent shall give Holders of Normal Units and holders of Separate Trust Preferred Securities notice of remarketing in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal, including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) described in clause (iv) below, that must be delivered by Holders of Normal Units that elect not to participate in the remarketing pursuant to (iv) below, no later than 10:00 a.m. on the fourth Business Day immediately preceding the Remarketing Date. The Purchase Contract Agent shall notify, by 3:00 p.m., New York City time, on the third Business Day immediately preceding the Remarketing Date, the Remarketing Agent and the Collateral Agent of the aggregate number of Trust Preferred Securities of Normal Unit Holders to be remarketed. On the third Business Day immediately preceding the Remarketing Date, no later than by 3:00 p.m. New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Trust Preferred Securities to be remarketed. No later than 10:00 a.m., New York City time, on the first Business Day immediately preceding the Remarketing Date, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all Trust Preferred Securities to be remarketed. Upon receipt of such notice from the Purchase Contract Agent and the Custodial Agent and such Trust Preferred Securities from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, use its commercially reasonable best efforts to sell such Trust Preferred Securities on such date at a price equal to at least 100.25% of the Remarketing Agreement. Value. The Remarketing Agent will use the proceeds from a successful remarketing to purchase the appropriate U.S. Treasury securities (bthe "Agent-Purchased Treasury Consideration") With respect with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (i)(1) and (ii)(1) of the definition of Remarketing Value related to any Pledged Senior Notes which are subject the Trust Preferred Securities of a Failed RemarketingHolders of Normal Units that were remarketed. On or prior to the third Business Day following the Remarketing Date, the Remarketing Agent shall deliver such Agent-Purchased Treasury Consideration to the Purchase Contract Agent, which shall thereupon deliver such Agent-Purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the CompanyTECO, and upon written direction of the Company as provided in the Pledge Agreementwill thereupon apply such Agent-Purchased Treasury Consideration, reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph (c) below, may (i) retain such Senior Notes in full satisfaction of the Holders' obligations under the related Purchase Contracts or (ii) sell such Senior Notes in one or more public or private sales. (c) A Holder of Corporate PIES may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or by notifying the Purchase Contract Agent of such election and complying with the procedures for creating Treasury PIES set forth in Section 3.13 until 5:00 p.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. A Holder that does not so create Treasury PIES by delivering the Treasury Security or Treasury Securities pursuant to this paragraph and Section 3.13 shall be deemed to have elected to participate in any Remarketing. (d) In the event that all or any portion of the Pledged Treasury Securities of Treasury PIES matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any , to secure such Holder of Treasury PIES, the Collateral Agent shall apply, on Holders' obligations under the Purchase Contract Settlement Date, the proceeds Contracts. The Remarketing Agent will deduct as a Remarketing Fee for itself an amount not exceeding 25 basis points (0.25%) of the maturing Pledged Treasury Securities and of the investment earnings total proceeds from the related investment in Permitted Investments, in each case, in an amount equal to remarketing. The Remarketing Agent will remit (1) 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 portion of the proceeds from the related Pledged Treasury remarketing attributable to the Separate Trust Preferred Securities to the holders of Separate Trust Preferred Securities that were remarketed and (2) the investment earnings from the related investment in Permitted Investments exceeds the aggregate Purchase Price remaining portion of the Purchase Contracts being settled therebyproceeds, less those proceeds used to purchase the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when receivedAgent-Purchased Treasury Consideration, to the Purchase Contract Agent for distribution to the benefit of the Holders whose Purchase Contracts of the Normal Units that were settled with such proceedsremarketed, all determined on a pro rata basis. (e) Any distributions to Holders of excess funds and interest pursuant to a Successful Remarketing , in each case, on or described in (d) above shall be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose or, at the option of the Holder, or the holder of Separated Senior Notes, as applicable, by check mailed prior to the address of third Business Day following the Person entitled thereto at such address as it appears on Remarketing Date. Holders whose Trust Preferred Securities are so remarketed will not otherwise be responsible for the Register or by wire transfer to an account specified by the Holder, or the holder of Separated Senior Notes, as applicable. (f) The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds payment of any Collateral pledged to secure the obligations of the Holders, and Remarketing Fee in no event shall Holders be liable for any deficiency between such payments and the Purchase Priceconnection therewith. (g) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES unless the Company shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notes.

Payment of Purchase Price; Remarketing. (a) Unless a Tax Event Redemption, successful remarketing, Termination Event Event, Merger Early Settlement or Early Settlement has occurred occurred, each Holder of an Equity Unit may pay in cash (“Cash Settlement”) the Purchase Price for the shares of Common Stock to be purchased pursuant to a Forward Purchase Contract if such Holder notifies the Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the tenth Business Day immediately preceding the Stock Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (i) A Holder of an Equity Unit who has settled so notified the related Purchase Contract through Agent of its intention to make a Cash Settlement pursuant is required to Section 5.8pay the Purchase Price to the Collateral Agent prior to 11:00 a.m., an Early Settlement pursuant New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date in lawful money of the United States by certified or cashiers’ check or wire transfer, in each case payable to Section 5.9 or a Merger Early Settlement pursuant upon the order of the Company. Any cash received by the Collateral Agent will be paid to Section 5.10, the Company on the Stock Purchase Date in settlement of the Forward Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 the terms of this Agreement and the Remarketing Pledge Agreement. (ii) If a Holder of an Equity Unit fails to notify the Agent of its intention to make a Cash Settlement in accordance with this paragraph (a), the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) With respect below. If a Holder of an Equity Unit does notify the Agent as provided in this paragraph (a) of its intention to any Pledged Senior Notes which are subject of a Failed Remarketingpay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph 5.4 (b) below. (i) The Company has engaged the Remarketing Agent to sell the Notes of (A) Holders of Equity Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in subsection (g) below, and (B) holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 4.5(d) of the Pledge Agreement. On the seventh Business Day prior to the Remarketing Date or the first day of any subsequent Remarketing Period, the Agent shall give Holders of Equity Units and holders of Separate Notes notice of the remarketing (the form of which notice to be provided by the Company) in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal, including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) described in subsection (g) below, that must be delivered by Holders of Equity Units that elect not to participate in the remarketing pursuant to subsection (g) below, no later than 10:00 a.m., New York City time, on the fourth Business Day preceding the Remarketing Date or the first day of any Subsequent Remarketing Period, as applicable. The Agent shall notify, by 10:00 a.m., New York City time, on the third Business Day preceding the Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Remarketing Agent and the Collateral Agent of the aggregate number of Notes of Equity Units Holders to be remarketed. On the third Business Day immediately preceding the Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, no later than by 10:00 a.m. New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. On the third Business Day immediately preceding the Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all Notes to be remarketed. (c) Upon receipt of such notice from the Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, use its commercially reasonable best efforts to (i) establish a rate of interest that, in the opinion of the Remarketing Agent, will, when applied to the outstanding Notes (assuming, even if not true, that all of the Notes are included in the remarketing), enable the then current aggregate market value of the Notes to have a value equal to approximately 100.25% of the Remarketing Value as of the Remarketing Date or as of any Subsequent Remarketing Date, as the case may be (the “Reset Rate”) and (ii) sell such Notes on such date at a price equal to 100.25% of the Remarketing Value. (d) The Remarketing Agent will use the proceeds from a successful remarketing to purchase the appropriate U.S. Treasury securities (the “Agent-purchased Treasury Consideration”) with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (1) and (2) of the definition of Remarketing Value related to the Notes of Holders of Equity Units or that were remarketed. On or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, and upon written direction of the Company as provided will thereupon apply such Agent-purchased Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders’ obligations under the Forward Purchase Contracts. The Remarketing Agent will deduct as a remarketing fee an amount not exceeding 25 basis points (0.25%) of the total proceeds from the remarketing (the “Remarketing Fee”). The Remarketing Agent will remit (1) the portion of the proceeds from the remarketing attributable to the Separate Notes to the Custodial Agent for the benefit of the holders of Separate Notes that were remarketed and (2) the remaining portion of the proceeds, less those proceeds used to purchase the Agent-purchased Treasury Consideration, to the Agent for payment to the Holders of the Equity Units that were remarketed, all determined on a pro rata basis, in each case, on or prior to the third Business Day following such Remarketing Date or Subsequent Remarketing Date. Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. (i) If, in spite of using its commercially reasonable best efforts, the Remarketing Agent cannot establish the Reset Rate remarket the Notes included in the remarketing at a price equal to approximately 100.25% of the Remarketing Value, the Remarketing Agent will again attempt to establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately 100.25% of the Remarketing Value on each of the two immediately following Business Days. If the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to approximately 100.25% of the Remarketing Value on either of those days, it will attempt to establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately 100.25% of the Remarketing Value on each of the three Business Days immediately preceding [ ]. If the Remarketing Agent cannot establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately 100.25% of the Remarketing Value either on any of the two Business Days immediately following the Remarketing Date or on any of the three Business Days immediately preceding [ ], the remarketing in each period will be deemed to gave failed (each, a “Failed Remarketing”). If the Remarketing Agent cannot establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately 100.25% of the Remarketing Value on any of the three Business Days immediately preceding [ ], the Remarketing Agent will further attempt to establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to approximately 100.25% of the Remarketing Value on each of the three Business Days immediately preceding [ ]. If, in spite of using its commercially reasonable best efforts, the Remarketing Agent fails to remarket the Notes underlying the Equity Units at a price equal to approximately 100.25%, but not less than 100%, of the Remarketing Value in accordance with the terms of the Pledge Agreement by 4:00 p.m., New York City time, on the third Business Day immediately preceding the Stock Purchase Date, a “Last Failed Remarketing” will be deemed to have occurred. (ii) Within three Business Days following the end of the Last Failed Remarketing, the Remarketing Agent shall return any Notes delivered to it to the Collateral Agent. The Collateral Agent, for the benefit of the Company, may exercise its rights as a secured party with respect to such Notes, including those actions specified in Section 5.4(f) below, and the Holders of Equity Units, by their acceptance of the Equity Units shall be deemed to have agreed to such exercise by the Collateral Agent in such case; provided, that if upon the Last Failed Remarketing, the Collateral Agent delivers any Notes to the Company in full satisfaction of the Holder’s obligation under the related Forward Purchase Contracts, any accumulated and unpaid interest on such Notes will become payable by the Company to the Agent for payment to the Holder of the Equity Units to which such Notes relate. Such payment will be made by the Company on or prior to 11:00 a.m., New York City time, on the Stock Purchase Date in lawful money of the United States by certified or cashier’s check or wire transfer in immediately available funds payable to or upon the order of the Agent. The Company will publish notice by means of Bloomberg and Reuters newswires of any Remarketing Period during which no successful remarketing occurred, such notice to be published not later than the fourth Business Day following the end of such Remarketing Period. The Company will cause a notice of the Last Failed Remarketing to be published on the fourth Business Day following the date of the Last Failed Remarketing in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal. (f) With respect to any Notes which constitute part of Equity Units which are subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph Section 5.4 (cj) below, may (i) may, among other things, permit the Company to cause the Notes to be sold or to retain and cancel such Senior Notes Notes, in either case, in full satisfaction of the Holders' ’ obligations under the related Forward Purchase Contracts or (ii) sell and the Holders of the Equity Units, by their acceptance of the Equity Units shall be deemed to have agreed to such Senior Notes in one or more public or private salesaction by the Collateral Agent. (cg) A Holder of Corporate PIES Equity Units may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or remarketing and retain the Notes underlying such Equity Units by notifying the Purchase Contract Agent of such election and complying with delivering the procedures for creating specific U.S. Treasury PIES set forth security or securities (including the CUSIP number and/or the principal terms of such security or securities) identified by the Agent that constitute the U.S. Treasury securities described in Section 3.13 until 5:00 p.m. clauses (New York City time1) and (2) of the definition of Remarketing Value relating to the retained Notes (as if only such Notes were being remarketed) (the “Opt-out Treasury Consideration”) to the Agent not later than 10:00 a.m. on the fourth Business Day prior to the Remarketing Date (or, in the case of a Failed Remarketing, not later than 10:00 a.m. on the fourth Business Day immediately prior to the subsequent Remarketing Period). Upon receipt thereof by the Agent, the Agent shall deliver such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder’s obligations under the Forward Purchase Contracts. On the first Business Day immediately preceding the first Remarketing Date (or, in the case of a Failed Remarketing, the subsequent Remarketing Period), the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes of such Holder to the Agent. Within three sequential remarketing dates of Business Days following any Three-Day Remarketing Period, (A) if the remarketing was successful, the Agent shall distribute such Notes to the Holders thereof, and (B) if there was a Failed Remarketing, the Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Notes to secure such Holders’ obligations under the Forward Purchase Contracts and return the Opt-out Treasury Consideration delivered by such Holders to such Holders. A Holder that does not so create deliver the Opt-out Treasury PIES by delivering the Treasury Security or Treasury Securities Consideration pursuant to this paragraph and Section 3.13 clause (g) shall be deemed to have elected to participate in any Remarketingthe remarketing. (dh) In Upon the event that all or any portion maturity of the Pledged Treasury Securities of underlying the Stripped Equity Units and the Pledged Treasury PIES matures before Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying the Equity Units, on the Stock Purchase Contract Settlement Date, the Collateral Agent shall invest remit to the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in Company an amount equal to the aggregate Purchase Price applicable to such Treasury PIES to satisfy in full such Holder's obligations to pay Units, as payment for the Purchase Price to purchase the shares of Common Stock under issuable upon settlement thereof without receiving any instructions from the related Purchase Contracts on the Purchase Contract Settlement DateHolders of such Units. In the event the sum payments in respect of the proceeds from the related Pledged Treasury Securities and Securities, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the investment earnings from the related investment Treasury Portfolio underlying a Unit are in Permitted Investments exceeds the aggregate Purchase Price excess of the Purchase Contracts Price under the Forward Purchase Contract being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to will distribute such excess, excess to the Agent for the benefit of the Holder of such Units 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. (ei) Any distributions distribution to Holders of excess funds and interest pursuant to a Successful Remarketing or described in Section 5.4(c) and (d) above shall be payable at the office Office of the Purchase Contract Agent in The City of New York maintained for that purpose or, at the option of the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the relevant Register or by wire transfer to an account specified by the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable. (fj) The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the HoldersHolder, and in no event shall Holders will any Holder be liable for any deficiency between such payments proceeds and the Purchase Price. (gk) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock in respect of a Forward Purchase Contract or deliver any certificates therefor to the Holder of the related PIES Equity Units or Stripped Equity Units, as the case may be, unless the Company shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth. (l) In the event of a successful remarketing, which payment, the interest rate on all of the outstanding Notes (whether or not included in the case of Corporate PIES upon remarketing) shall be adjusted to the occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior NotesReset Rate.

Payment of Purchase Price; Remarketing. (a) Unless a Tax Event Redemption, successful remarketing, Termination Event Event, Merger Early Settlement or Early Settlement has occurred occurred, each Holder of a Normal Unit may pay in cash ("Cash Settlement") the Purchase Price for the shares of Common Stock to be purchased pursuant to a Purchase Contract if such Holder notifies the Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (i) A Holder of a Normal Unit who has settled so notified the related Purchase Contract through Agent of its intention to make a Cash Settlement pursuant is required to Section 5.8pay the Purchase Price to the Collateral Agent prior to 11:00 a.m., an Early Settlement pursuant New York City time, on the Business Day immediately preceding the Stock Purchase Date in 41 lawful money of the United States by certified or cashiers' check or wire transfer, in each case payable to Section 5.9 or a Merger Early Settlement pursuant upon the order of the Company. Any cash received by the Collateral Agent will be paid to Section 5.10, the Company on the Stock Purchase Date in settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 the terms of this Agreement and the Remarketing Pledge Agreement. (ii) If a Holder of a Normal Unit fails to notify the Agent of its intention to make a Cash Settlement in accordance with paragraph (a)(i) above, such failure shall constitute an event of default and the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) With respect to any Pledged Senior Notes which are subject below. If a Holder of a Failed RemarketingNormal Units does notify the Agent as provided in paragraph (a)(i) above of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, such failure shall also constitute a default; however, the Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, and upon written direction of the Company as provided in the Pledge Agreement, reserves all of will exercise its rights as a secured party with respect thereto andto such Notes, subject including but not limited to applicable law those rights specified in subsection (b)(iii) below. (i) The Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to a Remarketing Agreement to be mutually agreed on by the Company, the Agent and paragraph the Remarketing Agent, but substantially as set forth below, to sell the Notes of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in clause (civ) below and holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 4.5(d) of the Pledge Agreement. On the seventh day prior to the Remarketing Date, the Agent shall give Holders of Normal Units and holders of Separate Notes notice of the remarketing in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal, including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) described in clause (iv) below, may (i) retain such Senior Notes in full satisfaction that must be delivered by Holders of the Holders' obligations under the related Purchase Contracts or (ii) sell such Senior Notes in one or more public or private sales. (c) A Holder of Corporate PIES may Normal Units that elect not to participate in the remarketing pursuant to clause (iv) below, no later than 10:00 a.m. on the fourth Business Day preceding the Remarketing Date. The Agent shall notify, by creating Treasury PIES at any time except during an Active Remarketing Period or by notifying the Purchase Contract Agent of such election and complying with the procedures for creating Treasury PIES set forth in Section 3.13 until 5:00 p.m. (10:00 a.m., New York City time, on the third Business Day preceding the Remarketing Date, the Remarketing Agent and the Collateral Agent of the aggregate number of Notes of Normal Unit Holders to be remarketed. On the third Business Day preceding the Remarketing Date, no later than by 10:00 a.m. New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. On the Business Day immediately preceding the Remarketing Date, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all Notes to be remarketed. Upon receipt of such notice from the Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the third Business Day following the Remarketing Date, use its reasonable best efforts to sell such Notes on such date at a price equal to 100.5% of the Remarketing Value. The Remarketing Agent will use the proceeds from a successful remarketing to purchase the appropriate U.S. Treasury securities (the "Agent-purchased Treasury Consideration") with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (i) and (ii) of the definition of Remarketing Value related to the Notes of Holders of Normal Units that were remarketed. On or prior to the third Business Day following the Remarketing Date, the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Agent-purchased Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts. The Remarketing Agent will deduct as a remarketing fee an amount not exceeding 25 basis points (.25%) of the total proceeds from the remarketing (the "Remarketing Fee"). The Remarketing Agent will remit (1) the portion of the proceeds from the remarketing attributable to the Separate Notes to the holders of Separate Notes that were remarketed and (2) the remaining portion of the proceeds, less those proceeds used to purchase the Agent-purchased Treasury Consideration, to the Holders of the Normal Units that were remarketed, all determined on a pro rata basis, in each case, on or prior to the third Business Day following the Remarketing Date. Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. (ii) If, in spite of using its commercially reasonable best efforts, the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to at least 100.5% of the Remarketing Value, the Remarketing Agent will attempt to establish a Remarketing Rate meeting these requirements on each of the two immediately following Business Days. If the Remarketing Agent cannot establish a Remarketing Rate meeting these requirements on either of those days, it will attempt to establish such a Remarketing Rate on each of the three Business Days immediately preceding October 1, 2004. If the Remarketing Agent cannot establish such a Remarketing Rate either on any of the two Business Days immediately following the Remarketing Date or on any of the three Business Days immediately preceding October 1, 2004, the remarketing in each such period will be deemed to have failed (each, a "Failed Remarketing"). If the Remarketing Agent cannot establish such a Remarketing Rate on any of the three Business Days immediately preceding October 1, 2004, the Remarketing Agent will further attempt to establish such a Remarketing Rate on each of the three Business Days immediately preceding the Stock Purchase Date. If, in spite of using its commercially reasonable best efforts, the Remarketing Agent fails to remarket the Notes underlying the Normal Units at 100.5% of the Remarketing Value in accordance with the terms of the Pledge Agreement by 4:00 p.m., New York City time, on the Business Day immediately preceding the first of Stock Purchase Date, the three sequential remarketing dates of any Three-Day Remarketing Period. A Holder that does not so create Treasury PIES by delivering the Treasury Security or Treasury Securities pursuant to this paragraph and Section 3.13 shall "Last Failed Remarketing" will be deemed to have elected to participate in any Remarketing. (d) occurred. In this case, within three Business Days following the event that all or any portion date of the Pledged Treasury Securities Last Failed Remarketing, the Remarketing Agent shall return any Notes delivered to it to the Collateral Agent. The Collateral Agent, for the benefit of Treasury PIES matures before the Purchase Contract Settlement DateCompany, may exercise its rights as a secured party with respect to such Notes, including those actions specified in subsection (b) (iii) below; provided, that if upon the Last Failed Remarketing, the Collateral Agent shall invest exercises such rights for the proceeds therefrom in Permitted Investments in accordance benefit of the Company with respect to such Notes, any accumulated and unpaid interest on such Notes will become payable by the Pledge Agreement. Without receiving any instruction from any such Company to the Agent for payment to the Holder of Treasury PIESthe Normal Units to which such Notes relate. Such payment will be made by the Company on or prior to 11 a.m., the Collateral Agent shall applyNew York City time, on the Stock Purchase Contract Settlement Date, the proceeds Date in lawful money of the maturing Pledged Treasury Securities United States by certified or cashier's check or wire transfer in immediately available funds payable to or upon the order of the Agent. The Company will cause a notice of any Failed Remarketing and of the investment earnings from Last Failed Remarketing to be published on the related investment in Permitted Investmentsfourth Business Day following the Remarketing Date and the date of the Last Failed Remarketing and any Subsequent Remarketing Date and the date of the Last Failed Remarketing, as the case may be, in each case, a daily newspaper 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 English language 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. (e) Any distributions to Holders of excess funds and interest pursuant to a Successful Remarketing or described in (d) above shall be payable at the office of the Purchase Contract Agent general circulation in The City of New York maintained for that purpose orYork, at the option of the Holder, or the holder of Separated Senior Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer to an account specified by the Holder, or the holder of Separated Senior Notes, as applicable. (f) The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event shall Holders be liable for any deficiency between such payments and the Purchase Price. (g) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES unless the Company shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock which is expected to be purchased thereunder The Wall Street Journal. The Company will also release this information by such Holder in the manner herein set forth, which payment, in the case means of Corporate PIES upon the occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on Bloomberg and retention of such Pledged Senior NotesReuters newswire.

Payment of Purchase Price; Remarketing. (a) Unless a Special Event Redemption, successful remarketing of the Notes pursuant to the provisions of this Section 5.4 or Termination Event has occurred occurred, or a Holder of a Unit has settled the related underlying Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, each Holder of a Normal Unit may pay in cash (“Cash Settlement”) the Purchase Price for the shares of Common Stock to be purchased pursuant to a Purchase Contract if such Holder notifies the Agent by surrender of the Normal Unit Certificate and delivery of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (i) A Holder of a Normal Unit who has so notified the Agent of its intention to make a Cash Settlement is required to pay the Purchase Price to the Collateral Agent prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Stock Purchase Date in lawful money of the United States by certified or cashier’s check or wire transfer, in each case in immediately available funds payable to or upon the order of the Company. Any cash received by the Collateral Agent will be paid to the Company on the Stock Purchase Date in settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 the terms of this Agreement and the Remarketing Pledge Agreement. (ii) If a Holder of a Normal Unit fails to notify the Agent of its intention to make a Cash Settlement in accordance with paragraph (a)(i) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) With respect to any Pledged Senior Notes which are subject below. If a Holder of a Failed RemarketingNormal Unit does notify the Agent as provided in paragraph (a)(i) above of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, such failure shall constitute an event of default; however, the Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Notes, including but not limited to those rights specified in subsection (b)(iii) below. (i) Unless a Special Event Redemption has occurred, the Company shall engage, no later than 30 days prior to the Remarketing Date, a nationally recognized investment bank (the “Remarketing Agent”) pursuant to a Remarketing Agreement to be mutually agreed on by the Company, the Agent and upon written direction the Remarketing Agent, but providing for remarketing procedures Table of Contents substantially as set forth below to sell the Notes of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in clause (iv) below, and holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 4.5(d) of the Pledge Agreement. On the seventh Business Day prior to the first day of each Remarketing Period, the Agent shall give Holders of Normal Units and holders of Separate Notes notice of the remarketing including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) that must be delivered by Holders of Normal Units that elect not to participate in the remarketing and the deadline for such delivery. The Company as provided in or the Agent, at the Company’s request, shall request not later than seven nor more than 15 calendar days prior to any Remarketing Period, that the Clearing Agency notify the Clearing Agency participants of such Remarketing Period. The Agent shall notify, by 10:00 a.m., New York City time, on the third Business Day preceding the first day of such Remarketing Period, the Remarketing Agent and the Collateral Agent of the aggregate principal amount of Notes of Normal Unit Holders to be remarketed. On the third Business Day preceding the first day of such Remarketing Period, no later than by 10:00 a.m., New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate principal amount of Separate Notes to be remarketed. No later than 10:00 a.m., New York City time, on the Business Day immediately preceding the first day of such Remarketing Period, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all Notes to be remarketed. Upon receipt of such notice from the Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date (and any Subsequent Remarketing Date), use its commercially reasonable best efforts to sell such Notes on such date at an aggregate price equal to at least 100.25% of the Remarketing Value. The sale of the Notes will be settled on or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date on which the Notes were successfully remarketed. The Remarketing Agent will use the proceeds from a successful remarketing to purchase the appropriate U.S. Treasury securities (the “Agent-purchased Treasury Consideration”) with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (i)(1) and (ii)(1) of the definition of Remarketing Value related to the Notes of Holders of Normal Units that were remarketed. On or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date on which the Notes are successfully remarketed, the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Agent-purchased Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders’ obligations under the Purchase Contracts. In the event of a successful Table of Contents remarketing pursuant to this Section 5.4, the Remarketing Agent will deduct as a remarketing fee after allowing for the aggregate purchase price of the Agent-purchased Treasury Consideration an amount not exceeding 25 basis points (.25%) of the Remarketing Value (the “Remarketing Fee”). The Remarketing Agent will remit (1) the portion of the proceeds from the remarketing attributable to the Separate Notes to the holders of Separate Notes that were remarketed and (2) the remaining portion of the proceeds, less those proceeds used to purchase the Agent-purchased Treasury Consideration, to the Agent for the benefit of the Holders of the Normal Units that were remarketed, all determined on a pro rata basis, in each case, on or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date on which the Notes were successfully remarketed. Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. (ii) If, in spite of using its commercially reasonable best efforts, the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to at least 100.25% of the Remarketing Value on the Remarketing Date, the Remarketing Agent will attempt to establish a Remarketing Rate meeting these requirements on each of the two immediately following Business Days. If the Remarketing Agent cannot establish a Remarketing Rate meeting these requirements on any day during a Remarketing Period, the remarketing in such Remarketing Period will be deemed to have failed (a “Failed Remarketing”). In the event of a Failed Remarketing with respect to the first Remarketing Period, the Remarketing Agent will undertake the procedures set forth in clause (i) above on each of the three Business Days in the second Remarketing Period. In the event of a Failed Remarketing in the second Remarketing Period, the Remarketing Agent will further attempt to establish such a Remarketing Rate on the third Business Day immediately preceding the Stock Purchase Date. If, in spite of using its commercially reasonable best efforts, the Remarketing Agent fails to remarket the Notes underlying the Normal Units at a price equal to at least 100.25% of the Remarketing Value in accordance with the terms of the Pledge Agreement by 4:00 p.m., New York City time, on the third Business Day immediately preceding the Stock Purchase Date, the “Last Failed Remarketing” will be deemed to have occurred. Each remarketing attempt that takes place in accordance with this Section 5.4 after the Remarketing Date is referred to herein as a “Subsequent Remarketing.” Within three Business Days following the date of a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Remarketing Agent shall return any Notes delivered to it to the Collateral Agent and the Custodial Agent, as applicable. The Collateral Agent, for the benefit of the Company, may exercise its rights as a secured party with respect to such Notes, including those actions specified in (b) (iii) below; provided that if upon the Last Failed Table of Contents Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to such Notes, any accumulated and unpaid interest on such Notes will become payable by the Company to the Agent for payment to the Holders of the Normal Units to which such Notes relate. Such payment will be made by the Company on or prior to 11:00 a.m., New York City time, on the Stock Purchase Date in lawful money of the United States by certified or cashier’s check or wire transfer in immediately available funds payable to or upon the order of the Agent. The Company will cause a notice of any Failed Remarketing and of the Last Failed Remarketing to be published on the fourth Business Day following each Failed Remarketing and the Last Failed Remarketing, as the case may be, in a daily newspaper in the English language of general circulation in The City of New York, which shall be The Wall Street Journal, if such newspaper is then so published. The Company will also release this information by means of Bloomberg and Reuters newswire (or any successor or equivalent of such newswires). (iii) With respect to any Notes which constitute part of Normal Units which are subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph Section 5.4 (ce) below, may may, among other things, (iA) retain such Senior Notes in full satisfaction of the Holders' ’ obligations under the related Purchase Contracts or (iiB) sell such Senior Notes in one or more public or private salessales or otherwise. (civ) A Holder of Corporate PIES Normal Units may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or remarketing and retain the Notes underlying such Units by notifying the Purchase Contract Agent of such election and complying with delivering the procedures for creating specific U.S. Treasury PIES set forth security or securities (including the CUSIP number and/or the principal terms of such security or securities) identified by the Agent (as having been based solely on the identification that the Remarketing Agent shall have advised the Agent) that constitute the U.S. Treasury securities described in Section 3.13 until 5:00 p.m. clauses (i) and (ii) of the definition of Remarketing Value relating to the retained Notes (as if only such Notes were being remarketed) (the “Opt-out Treasury Consideration”) to the Agent not later than 10:00 a.m., New York City time) , on the fourth Business Day prior to the first day of any Remarketing Period. Upon receipt thereof by the Agent, the Agent shall deliver such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder’s obligations under the Purchase Contracts. On the Business Day immediately preceding the first day of a Remarketing Period, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes of such Holder to the Agent. Within three sequential remarketing dates Business Days following the last day of any Three-Day such Remarketing Period, (A) if Table of Contents the remarketing was successful, the Agent shall distribute such Notes to the Holders thereof, and (B) if there was a Failed Remarketing on such date, the Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Notes to secure such Holders’ obligations under the Purchase Contract and return the Opt-out Treasury Consideration delivered by such Holders to such Holders. A Holder that does not so create deliver the Opt-out Treasury PIES by delivering Consideration or does not so notify the Treasury Security or Treasury Securities agent of its election not to participate in the remarketing pursuant to this paragraph and Section 3.13 clause (iv) shall be deemed to have elected to participate in any Remarketingthe remarketing. (dc) In Upon the event that all or any portion maturity of the Pledged Treasury Securities underlying the Stripped Units and, in the event of a successful remarketing or a Special Event Redemption, the Pledged Treasury PIES matures before Consideration underlying the Normal Units on the Stock Purchase Contract Settlement Date, the Collateral Agent shall invest remit to the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in Company 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 Units, as payment for the shares of Common Stock under issuable upon settlement thereof without needing to receive any instructions from the related Purchase Contracts on the Purchase Contract Settlement DateHolders of such Units. In the event the sum payments in respect of the proceeds from the related Pledged Treasury Securities and or the investment earnings from Pledged Treasury Consideration underlying a Unit is in excess of the related investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts Contract being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to will distribute such excess, excess to the Agent for the benefit of the Holder of such Unit 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. (ed) Any distributions distribution to Holders of excess funds and interest pursuant to a Successful Remarketing or described in Section 5.4 (db) and (c) above shall be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose Corporate Trust Office or, at the option of the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer to an account maintained in the United States specified by the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable. (fe) The Notwithstanding anything to the contrary herein or in the Pledge Agreement, subject to Section 3.2 of the Pledge Agreement, the obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the HoldersHolders (except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement) and in no event shall will Holders be liable for any deficiency between such payments and the Purchase Price. (gf) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES Unit unless the Company shall have (i) received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case forth or (ii) become entitled to exercise its rights as a secured party under Section 5.4(b)(iii). Table of Corporate PIES upon the occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notes.Contents

Payment of Purchase Price; Remarketing. (a) Unless a Tax Event Redemption or a Termination Event has occurred or a Holder of a Unit has settled the related underlying Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 5.7 or a Merger Early Settlement pursuant to Section 5.105.8, the settlement of the Purchase Contract relating to underlying a PIES Unit will be made by Remarketing in accordance with this Section 2 5.2. (i) The Company shall engage a nationally recognized investment bank to act as Remarketing Agent (the "Remarketing Agent") pursuant to the Remarketing Agreement (substantially in the form attached hereto as Exhibit E, with such changes and modifications as the parties thereto agree on) to sell the Trust Preferred Securities of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to (iv) below, and holders of Separate Trust Preferred Securities that have elected to participate in the remarketing pursuant to Section 4.5(c) of the Pledge Agreement. On the seventh Business Day prior to February 15 2004, the Purchase Contract Agent shall give Holders of Normal Units and holders of Separate Trust Preferred Securities notice of remarketing in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal, including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) described in clause (iv) below, that must be delivered by Holders of Normal Units that elect not to participate in the remarketing pursuant to (iv) below, no later than 10:00 a.m. on the first Business Day immediately preceding the Remarketing Date. The Purchase Contract Agent shall notify, by 10:00 a.m., New York City time, on the first Business Day immediately preceding the Remarketing Date, the Remarketing Agent and the Collateral Agent of the aggregate number of Trust Preferred Securities of Normal Unit Holders to be remarketed. On the first Business Day immediately preceding the Remarketing Date, no later than by 10:00 a.m. New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Trust Preferred Securities to be remarketed. On the first Business Day immediately preceding the Remarketing Date, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all Trust Preferred Securities to be remarketed. Upon receipt of such notice from the Purchase Contract Agent and the Custodial Agent and such Trust Preferred Securities from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, use its reasonable best efforts to sell such Trust Preferred Securities on such date at a price equal to at least 100.25% of the Remarketing Agreement. Value. The Remarketing Agent will use the proceeds from a successful remarketing to purchase the appropriate U.S. Treasury securities (bthe "Agent-purchased Treasury Consideration") With respect with the CUSIP numbers, if any, selected by Remarketing Agent, described in clauses (i)(1) and (ii)(1) of the definition of Remarketing Value related to any Pledged Senior Notes which are subject the Trust Preferred Securities of a Failed RemarketingHolders of Normal Units that were remarketed. On or prior to the third Business Day following the Remarketing Date, the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, and upon written direction of the Company as provided in the Pledge Agreementwill thereupon apply such Agent-purchased Treasury Consideration, reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph (c) below, may (i) retain such Senior Notes in full satisfaction of the Holders' obligations under the related Purchase Contracts or (ii) sell such Senior Notes in one or more public or private sales. (c) A Holder of Corporate PIES may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or by notifying the Purchase Contract Agent of such election and complying with the procedures for creating Treasury PIES set forth in Section 3.13 until 5:00 p.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. A Holder that does not so create Treasury PIES by delivering the Treasury Security or Treasury Securities pursuant to this paragraph and Section 3.13 shall be deemed to have elected to participate in any Remarketing. (d) In the event that all or any portion of the Pledged Treasury Securities of Treasury PIES matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any , to secure such Holder of Treasury PIES, the Collateral Agent shall apply, on Holders' obligations under the Purchase Contract Settlement Date, the proceeds Contracts. The Remarketing Agent will deduct as a Remarketing Fee for itself an amount not exceeding 25 basis points (0.25%) of the maturing Pledged Treasury Securities and of the investment earnings total proceeds from the related investment in Permitted Investments, in each case, in an amount equal to remarketing. The Remarketing Agent will remit (1) 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 portion of the proceeds from the related Pledged Treasury remarketing attributable to the Separate Trust Preferred Securities to the holders of Separate Trust Preferred Securities that were remarketed and (2) the investment earnings from the related investment in Permitted Investments exceeds the aggregate Purchase Price remaining portion of the Purchase Contracts being settled therebyproceeds, less those proceeds used to purchase the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when receivedAgent-purchased Treasury Consideration, to the Purchase Contract Agent for distribution to the benefit of the Holders whose Purchase Contracts of the Normal Units that were settled with such proceedsremarketed, all determined on a pro rata basis. (e) Any distributions to Holders of excess funds and interest pursuant to a Successful Remarketing , in each case, on or described in (d) above shall be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose or, at the option of the Holder, or the holder of Separated Senior Notes, as applicable, by check mailed prior to the address of third Business Day following the Person entitled thereto at such address as it appears on Remarketing Date. Holders whose Trust Preferred Securities are so remarketed will not otherwise be responsible for the Register or by wire transfer to an account specified by the Holder, or the holder of Separated Senior Notes, as applicable. (f) The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds payment of any Collateral pledged to secure the obligations of the Holders, and Remarketing Fee in no event shall Holders be liable for any deficiency between such payments and the Purchase Priceconnection therewith. (g) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES unless the Company shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notes.

Payment of Purchase Price; Remarketing. (a) Unless a Special Event Redemption, successful remarketing of the Notes pursuant to the provisions of this Section 5.4 or Termination Event has occurred occurred, or a Holder of a Unit has settled the related underlying Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, each Holder of a Normal Unit may pay in cash (“Cash Settlement”) the Purchase Price for the shares of Common Stock to be purchased pursuant to a Purchase Contract if such Holder notifies the Agent by surrender of the Normal Unit Certificate and delivery of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (i) A Holder of a Normal Unit who has so notified the Agent of its intention to make a Cash Settlement is required to pay the Purchase Price to the Collateral Agent prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Stock Purchase Date in lawful money of the United States by certified or cashier’s check or wire transfer, in each case in immediately available funds payable to or upon the order of the Company. Any cash received by the Collateral Agent will be paid to the Company on the Stock Purchase Date in settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 the terms of this Agreement and the Remarketing Pledge Agreement. (ii) If a Holder of a Normal Unit fails to notify the Agent of its intention to make a Cash Settlement in accordance with paragraph (a)(i) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) With respect to any Pledged Senior Notes which are subject below. If a Holder of a Failed RemarketingNormal Unit does notify the Agent as provided in paragraph (a)(i) above of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, such failure shall constitute an event of default; however, the Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Notes, including but not limited to those rights specified in subsection (b)(iii) below. (i) Unless a Special Event Redemption has occurred, the Company shall engage, no later than 30 days prior to the Remarketing Date, a nationally recognized investment bank (the “Remarketing Agent”) pursuant to a Remarketing Agreement to be mutually agreed on by the Company, the Agent and upon written direction the Remarketing Agent, but providing for remarketing procedures substantially as set forth below to sell the Notes of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in clause (iv) below, and holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 4.5(d) of the Pledge Agreement. On the seventh Business Day prior to the first day of each Remarketing Period, the Agent shall give Holders of Normal Units and holders of Separate Notes notice of the remarketing including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) that must be delivered by Holders of Normal Units that elect not to participate in the remarketing and the deadline for such delivery. The Company as provided in or the Agent, at the Company’s request, shall request not later than seven nor more than 15 calendar days prior to any Remarketing Period, that the Clearing Agency notify the Clearing Agency participants of such Remarketing Period. The Agent shall notify, by 10:00 a.m., New York City time, on the third Business Day preceding the first day of such Remarketing Period, the Remarketing Agent and the Collateral Agent of the aggregate principal amount of Notes of Normal Unit Holders to be remarketed. On the third Business Day preceding the first day of such Remarketing Period, no later than by 10:00 a.m., New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate principal amount of Separate Notes to be remarketed. No later than 10:00 a.m., New York City time, on the Business Day immediately preceding the first day of such Remarketing Period, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all Notes to be remarketed. Upon receipt of such notice from the Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date (and any Subsequent Remarketing Date), use its commercially reasonable best efforts to sell such Notes on such date at an aggregate price equal to at least 100.25% of the Remarketing Value (or, if the Remarketing Agent is unable to remarket the Notes at such a price, at a price below 100.25% in the discretion of the Remarketing Agent, but in no event less than 100.00% of the Remarketing Value). The sale of the Notes will be settled on or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date on which the Notes were successfully remarketed. The Remarketing Agent will use the proceeds from a successful remarketing to purchase the appropriate U.S. Treasury securities (the “Agent-purchased Treasury Consideration”) with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (i) and (ii) of the definition of Remarketing Value related to the Notes of Holders of Normal Units that were remarketed. On or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date on which the Notes are successfully remarketed, the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Agent-purchased Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders’ obligations under the Purchase Contracts. In the event of a successful remarketing pursuant to this Section 5.4, the Remarketing Agent will deduct as a remarketing fee after allowing for the aggregate purchase price of the Agent-purchased Treasury Consideration an amount not exceeding 25 basis points (.25%) of the Remarketing Value (the “Remarketing Fee”). The Remarketing Agent will remit (1) the portion of the proceeds from the remarketing attributable to the Separate Notes to the holders of Separate Notes that were remarketed and (2) the remaining portion of the proceeds, less those proceeds used to purchase the Agent-purchased Treasury Consideration, to the Agent for the benefit of the Holders of the Normal Units that were remarketed, all determined on a pro rata basis, in each case, on or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date on which the Notes were successfully remarketed. Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. (ii) If, in spite of using its commercially reasonable best efforts, the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to at least 100.25% of the Remarketing Value (or, if the Remarketing Agent is unable to remarket the Notes at such a price, at a price below 100.25% in the discretion of the Remarketing Agent, but in no event less than 100.00% of the Remarketing Value) on the Remarketing Date, the Remarketing Agent will attempt to establish a Remarketing Rate meeting these requirements on each of the two immediately following Business Days. If the Remarketing Agent cannot establish a Remarketing Rate meeting these requirements on any day during a Remarketing Period, the remarketing in such Remarketing Period will be deemed to have failed (a “Failed Remarketing”). In the event of a Failed Remarketing with respect to the first Remarketing Period, the Remarketing Agent will undertake the procedures set forth in clause (i) above on each of the three Business Days in the second Remarketing Period. In the event of a Failed Remarketing in the second Remarketing Period, the Remarketing Agent will further attempt to establish such a Remarketing Rate on the third Business Day immediately preceding the Stock Purchase Date. If, in spite of using its commercially reasonable best efforts, the Remarketing Agent fails to remarket the Notes underlying the Normal Units at a price equal to at least 100.25% of the Remarketing Value (or, if the Remarketing Agent is unable to remarket the Notes at such a price, at a price below 100.25% in the discretion of the Remarketing Agent, but in no event less than 100.00% of the Remarketing Value) in accordance with the terms of the Pledge Agreement by 4:00 p.m., New York City time, on the third Business Day immediately preceding the Stock Purchase Date, the “Last Failed Remarketing” will be deemed to have occurred. Each remarketing attempt that takes place in accordance with this Section 5.4 after the Remarketing Date is referred to herein as a “Subsequent Remarketing.” Within three Business Days following the date of a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Remarketing Agent shall return any Notes delivered to it to the Collateral Agent and the Custodial Agent, as applicable. The Collateral Agent, for the benefit of the Company, may exercise its rights as a secured party with respect to such Notes, including those actions specified in (b) (iii) below; provided that if upon the Last Failed Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to such Notes, any accumulated and unpaid interest on such Notes will become payable by the Company to the Agent for payment to the Holders of the Normal Units to which such Notes relate. Such payment will be made by the Company on or prior to 11:00 a.m., New York City time, on the Stock Purchase Date in lawful money of the United States by certified or cashier’s check or wire transfer in immediately available funds payable to or upon the order of the Agent. The Company will cause a notice of any Failed Remarketing and of the Last Failed Remarketing to be published on the fourth Business Day following each Failed Remarketing and the Last Failed Remarketing, as the case may be, in a daily newspaper in the English language of general circulation in The City of New York, which shall be The Wall Street Journal, if such newspaper is then so published. The Company will also release this information by means of Bloomberg and Reuters newswire (or any successor or equivalent of such newswires). (iii) With respect to any Notes which constitute part of Normal Units which are subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph Section 5.4 (ce) below, may may, among other things, (iA) retain such Senior Notes in full satisfaction of the Holders' ’ obligations under the related Purchase Contracts or (iiB) sell such Senior Notes in one or more public or private salessales or otherwise. (civ) A Holder of Corporate PIES Normal Units may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or remarketing and retain the Notes underlying such Units by notifying the Purchase Contract Agent of such election and complying with delivering the procedures for creating specific U.S. Treasury PIES set forth security or securities (including the CUSIP number and/or the principal terms of such security or securities) identified by the Agent (as having been based solely on the identification that the Remarketing Agent shall have advised the Agent) that constitute the U.S. Treasury securities described in Section 3.13 until 5:00 p.m. clauses (i) and (ii) of the definition of Remarketing Value relating to the retained Notes (as if only such Notes were being remarketed) (the “Opt-out Treasury Consideration”) to the Agent not later than 10:00 a.m., New York City time) , on the fourth Business Day prior to the first day of any Remarketing Period. Upon receipt thereof by the Agent, the Agent shall deliver such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder’s obligations under the Purchase Contracts. On the Business Day immediately preceding the first day of a Remarketing Period, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes of such Holder to the Agent. Within three sequential remarketing dates Business Days following the last day of any Three-Day such Remarketing Period, (A) if the remarketing was successful, the Agent shall distribute such Notes to the Holders thereof, and (B) if there was a Failed Remarketing on such date, the Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Notes to secure such Holders’ obligations under the Purchase Contract and return the Opt-out Treasury Consideration delivered by such Holders to such Holders. A Holder that does not so create deliver the Opt-out Treasury PIES by delivering Consideration or does not so notify the Treasury Security or Treasury Securities agent of its election not to participate in the remarketing pursuant to this paragraph and Section 3.13 clause (iv) shall be deemed to have elected to participate in any Remarketingthe remarketing. (dc) In Upon the event that all or any portion maturity of the Pledged Treasury Securities underlying the Stripped Units and, in the event of a successful remarketing or a Special Event Redemption, the Pledged Treasury PIES matures before Consideration underlying the Normal Units on the Stock Purchase Contract Settlement Date, the Collateral Agent shall invest remit to the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in Company 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 Units, as payment for the shares of Common Stock under issuable upon settlement thereof without needing to receive any instructions from the related Purchase Contracts on the Purchase Contract Settlement DateHolders of such Units. In the event the sum payments in respect of the proceeds from the related Pledged Treasury Securities and or the investment earnings from Pledged Treasury Consideration underlying a Unit is in excess of the related investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts Contract being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to will distribute such excess, excess to the Agent for the benefit of the Holder of such Unit 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. (ed) Any distributions distribution to Holders of excess funds and interest pursuant to a Successful Remarketing or described in Section 5.4 (db) and (c) above shall be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose Corporate Trust Office or, at the option of the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer to an account maintained in the United States specified by the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable. (fe) The Notwithstanding anything to the contrary herein or in the Pledge Agreement, subject to Section 3.2 of the Pledge Agreement, the obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the HoldersHolders (except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement) and in no event shall will Holders be liable for any deficiency between such payments and the Purchase Price. (gf) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES Unit unless the Company shall have (i) received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of forth or (ii) become entitled to exercise its rights as a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notessecured party under Section 5.4(b)(iii).

Payment of Purchase Price; Remarketing. (ai) Unless a Termination Event has occurred occurred, or a Holder of a Corporate HiMEDS Unit has settled the related underlying Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 5.07 or a Merger Early Settlement pursuant to Section 5.105.04(b)(ii), each Holder of a Corporate HiMEDS Unit may pay in cash (“Cash Settlement”) the Purchase Price for the Common Stock to be purchased pursuant to a Purchase Contract if such Holder notifies the Purchase Contract Agent by surrender of the Corporate HiMEDS Unit Certificate, if in certificated form, and delivery of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 4:00 p.m., New York City time, on the second Business Day immediately preceding the Remarketing Date. The Purchase Contract Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (ii) After the Company or the Purchase Contract Agent has issued the Remarketing Notice, a Holder of a Corporate HiMEDS Unit who has so notified the Purchase Contract Agent of its intention to make a Cash Settlement is required to pay the requisite amount of cash in lawful money of the United States by certified or cashier’s check or wire transfer, in each case, in immediately available funds, equal to the Purchase Price per Purchase Contract (the “Cash Consideration”) to the Collateral Agent not later than 4:00 p.m. New York City time on the second Business Day immediately preceding the Remarketing Date as set forth in the Remarketing Notice and following the procedures to exchange its Corporate HiMEDS Units for Treasury HiMEDS Units (substituting references to Treasury Securities with references to Cash Consideration) as described in Section 3.13. In such event, all references to the Treasury Securities or Pledged Treasury Securities herein, including for purposes of Sections 3.15 and 5.06, shall be deemed to include such Cash Consideration in addition to the Treasury Securities. The Collateral Agent will hold the Cash Consideration for the benefit of the Company and apply such Cash Consideration to secure such Holder’s obligations under the Purchase Contracts. On the Business Day immediately preceding the first day of the Remarketing Period, the Collateral Agent will deliver the Pledged Senior Notes of such Holder to the Purchase Contract Agent and within three Business Days thereof, the Purchase Contract Agent shall distribute such Senior Notes to the Holders entitled thereto. Any Cash Consideration received by the Collateral Agent will be paid to the Company on the Purchase Contract Settlement Date in settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 the terms of this Agreement, and any funds received by the Collateral Agent in excess of the Purchase Price for the Common Stock to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Holder. (iii) If a Holder of a Corporate HiMEDS Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with paragraph (a)(i) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (c) below. If a Holder of a Corporate HiMEDS Unit does notify the Purchase Contract Agent as provided in paragraph (a)(i) above of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(ii) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (c) below. By 6:00 p.m., New York City time, on the second Business Day immediately preceding the Remarketing AgreementDate, the Collateral Agent shall notify the Purchase Contract Agent and the Remarketing Agent of the aggregate principal amount of the Pledged Senior Notes to be remarketed by delivering a notice in the form of Exhibit K hereto and by noon, New York City time, on the Business Day immediately preceding the Remarketing Date, shall deliver to the Remarketing Agent for remarketing all Pledged Senior Notes. (b) With respect On or prior to any 4:00 p.m., New York City time, on the second Business Day immediately preceding the Remarketing Date but no earlier than 35 Business Days prior to the Remarketing 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 L hereto, to the Custodial Agent. The Custodial Agent shall hold the Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Senior Notes shall be held. Holders of Separate Senior Notes electing to have their Separate Senior Notes remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, substantially in the form of Exhibit M hereto, on or prior to 4:00 p.m., New York City time, on the second Business Day immediately preceding the Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such holder. After such time, such election to remarket shall become an irrevocable election to have such Separate Senior Notes remarketed in such remarketing. By 6:00 p.m., New York City time, on the second Business Day immediately preceding the Remarketing Date, the Custodial Agent shall notify the Purchase Contract Agent and the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed by delivering a notice in the form of Exhibit K hereto and by noon, New York City time, on the Business Day immediately preceding the Remarketing Date, shall deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.02(b) and not withdrawn pursuant to the terms hereof prior to such date. (c) (i) The Company shall engage, no later than 35 days prior to the Remarketing Date, a nationally recognized investment bank (the “Remarketing Agent”) pursuant to a Remarketing Agreement to be entered into among the Company and the Remarketing Agent and the Purchase Contract Agent, providing for remarketing procedures substantially as set forth below to sell the Senior Notes of Holders of Corporate HiMEDS Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in paragraph (a) above, and to sell the Senior Notes of holders of Separate Senior Notes that have elected to participate in the remarketing pursuant to the procedures set forth herein and Section 5.02 of the Supplemental Indenture. The Company or the Purchase Contract Agent, at the Company’s request, shall notify (the “Remarketing Notice”), not later than 10:00 a.m., New York City time, on the twenty-third Business Day immediately preceding the Purchase Contract Settlement Date, Holders of Corporate HiMEDS Units, and holders of Separate Senior Notes, of the remarketing to take place on the Remarketing Date, and if necessary, on the eighth Business Day immediately preceding the Purchase Contract Settlement Date, and if necessary, on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, and if necessary, on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, and if necessary, 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 (each such date other than the Remarketing Date, a “Subsequent Remarketing Date”) (and if such Corporate HiMEDS Units or Separate Senior Notes are subject held in global form, the Company, or the Purchase Contract Agent, at the Company’s request, will cause the Depositary to notify the Depositary Participants of such remarketing by no later than the twenty-third Business Day preceding the Purchase Contract Settlement Date). The Remarketing Notice will include the amount of cash that must be delivered by the Holders of Corporate HiMEDS Units that elect not to participate in the remarketing and the deadline for such delivery, as well as information with respect to the exercise of the Put Right (as defined in the Supplemental Indenture). The Purchase Contract Agent shall notify, by 6:00 p.m., New York City time, on the second Business Day immediately preceding the Remarketing Date, the Remarketing Agent and the Collateral Agent of the aggregate principal amount of Senior Notes of Corporate HiMEDS Unit Holders to be remarketed. On the second Business Day immediately preceding the Remarketing Date, no later than by 6:00 p.m., New York City time, pursuant to the terms of this Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes to be remarketed. No later than noon, New York City time, on the Business Day immediately preceding the Remarketing Date, the Collateral Agent and the Custodial Agent, pursuant to the terms of this Agreement, will deliver for remarketing to the Remarketing Agent all Senior Notes to be remarketed. Upon receipt of such notice from the Purchase Contract Agent and the Custodial Agent and such Senior Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, and if necessary, on each Subsequent Remarketing Date, use its reasonable best efforts to sell such Senior Notes on such dates at an aggregate price equal to 100.25% of the Remarketing Value of such Senior Notes. In the event of a Failed Remarketingsuccessful remarketing pursuant to this Section 5.02, the Remarketing Agent will deduct as a remarketing fee an amount not exceeding 25 basis points (0.25%) of the Remarketing Value of such Notes (the “Remarketing Fee”). The Remarketing Agent will then remit (1) to the Custodial Agent, for the benefit of the holders of Separate Senior Notes that were remarketed, proceeds from the remarketing equal to the principal amount of the Separate Senior Notes included in the remarketing, (2) to the Collateral Agent, for the benefit of the Company, and upon written direction proceeds from the remarketing equal to the principal amount of the Company as provided Senior Notes included in the Pledge Agreementremarketing that were not Separate Senior Notes, reserves all of its rights as a secured party with respect thereto and, subject such proceeds to applicable law and paragraph (c) below, may (i) retain such Senior Notes be used to pay the Company in full satisfaction direct settlement of the Holders' ’ obligations under the related Purchase Contracts or Contracts, and (ii3) sell such Senior Notes in one or more public or private sales. (c) A Holder of Corporate PIES may elect not any excess amount to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or by notifying Custodial Agent and the Purchase Contract Agent of such election and complying with the procedures for creating Treasury PIES set forth in Section 3.13 until 5:00 p.m. (New York City time) distribution on the Business Day immediately preceding the first a pro rata basis to holders of the three sequential remarketing dates Separate Senior Notes and Holders of Corporate HiMEDS Units, in each case, on or prior to the Purchase Contract Settlement Date. Holders whose Senior Notes are so remarketed will not otherwise be responsible for the payment of any Three-Day Remarketing PeriodFee in connection therewith. A Holder that does not so create Treasury PIES by delivering the Treasury Security or Treasury Securities pursuant to this paragraph and Section 3.13 shall be deemed to have elected to participate in any Remarketing. (d) In the event that all or any portion of the Pledged Treasury Securities of Treasury PIES matures before On the Purchase Contract Settlement Date, the Collateral Agent shall invest the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the 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 will release the proceeds from the related Pledged Treasury Securities and the investment earnings from the related investment in Permitted Investments exceeds the aggregate Purchase Price remarketing of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, Senior Notes that were not Separate Senior Notes to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such proceeds, on a pro rata basis. (e) Any distributions to Holders of excess funds and interest pursuant to a Successful Remarketing or described in (d) above which shall be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose or, at the option of the Holder, or the holder of Separated Senior Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer to an account specified by the Holder, or the holder of Separated Senior Notes, as applicable. (f) The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out Company in full satisfaction of the proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event shall Holders be liable for any deficiency between such payments and the Purchase Price. (g) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES unless the Company shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior NotesHiMEDS Units under their related Purchase Contracts.

Payment of Purchase Price; Remarketing. (ai) Unless a Termination Event has occurred occurred, or a Holder of a Corporate HiMEDS Unit has settled the related underlying Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 5.07 or a Merger Early Settlement pursuant to Section 5.105.04(b)(ii), each Holder of a Corporate HiMEDS Unit may pay in cash (“Cash Settlement”) the Purchase Price for the Common Stock to be purchased pursuant to a Purchase Contract if such Holder notifies the Purchase Contract Agent by surrender of the Corporate HiMEDS Unit Certificate, if in certificated form, and delivery of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made at any time following the Company’s issuance of the Remarketing Notice on or prior to 4:00 p.m., New York City time, on the second Business Day immediately preceding the Remarketing Date. The Purchase Contract Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. A Holder of Corporate HiMEDS Units may cash settle the related Purchase Contracts pursuant to this Section 5.02(a) only in integral multiples of 20 Corporate HiMEDS Units. (ii) After the Company or the Purchase Contract Agent has issued the Remarketing Notice, a Holder of a Corporate HiMEDS Unit who has so notified the Purchase Contract Agent of its intention to make a Cash Settlement is required to pay the requisite amount of cash in lawful money of the United States by certified or cashier’s check or wire transfer, in each case, in immediately available funds, equal to the Purchase Price per Purchase Contract (the “Cash Consideration”) to the Securities Intermediary for deposit in the Collateral Account on or prior to 4:00 p.m. New York City time on the second Business Day immediately preceding the Remarketing Date as set forth in the Remarketing Notice and following the procedures to exchange its Corporate HiMEDS Units for Treasury HiMEDS Units (substituting references to Treasury Securities with references to Cash Consideration) as described in Section 3.13. In such event, all references to the Treasury Securities or Pledged Treasury Securities herein, including for purposes of Sections 3.15 and 5.06, shall be deemed to include such Cash Consideration in addition to the Treasury Securities. The Collateral Agent will hold the Cash Consideration for the benefit of the Company and apply such Cash Consideration to secure such Holder’s obligations under the Purchase Contracts. On the Business Day immediately preceding the first day of the Remarketing Period, the Collateral Agent will deliver the Pledged Senior Notes of such Holder to the Purchase Contract Agent and within three Business Days thereof, the Purchase Contract Agent shall distribute such Senior Notes to the Holders entitled thereto. Any Cash Consideration received by the Collateral Agent will be paid to the Company on the Purchase Contract Settlement Date in settlement of the Purchase Contract relating in accordance with the terms of this Agreement, and any funds received by the Collateral Agent in excess of the Purchase Price for the Common Stock to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Holder. (iii) If a PIES will be made by Remarketing Holder of a Corporate HiMEDS Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 2 5.02(a)(i), the Holder shall be deemed to have consented to the disposition of the Pledged Senior Notes pursuant to the remarketing as described in Section 5.02(c). If a Holder of a Corporate HiMEDS Unit does notify the Purchase Contract Agent as provided in Section 5.02(a)(i) of its intention to pay the Purchase Price in cash, but fails to make such payment as required by Section 5.02(a)(ii), the Holder shall be deemed to have consented to the disposition of the Pledged Senior Notes pursuant to the remarketing as described in Section 5.02(c). By 6:00 p.m., New York City time, on the second Business Day immediately preceding the Remarketing AgreementDate, the Collateral Agent shall notify the Purchase Contract Agent and the Remarketing Agent of the aggregate principal amount of the Pledged Senior Notes to be remarketed by delivering a notice in the form of Exhibit K hereto and by noon, New York City time, on the Business Day immediately preceding the Remarketing Date, shall deliver to the Remarketing Agent for remarketing all Pledged Senior Notes. (b) With respect On or prior to any 4:00 p.m., New York City time, on the second Business Day immediately preceding the Remarketing Date but no earlier than 35 Business Days prior to the Remarketing 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 L hereto, to the Custodial Agent. The Custodial Agent shall hold the Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Senior Notes shall be held. Holders of Separate Senior Notes electing to have their Separate Senior Notes remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, substantially in the form of Exhibit M hereto, on or prior to 4:00 p.m., New York City time, on the second Business Day immediately preceding the Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such holder. After such time, such election to remarket shall become an irrevocable election to have such Separate Senior Notes remarketed in such remarketing. By 6:00 p.m., New York City time, on the second Business Day immediately preceding the Remarketing Date, the Custodial Agent shall notify the Purchase Contract Agent and the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed by delivering a notice in the form of Exhibit K hereto and by noon, New York City time, on the Business Day immediately preceding the Remarketing Date, shall deliver to the Remarketing Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to this Section 5.02(b) and not withdrawn pursuant to the terms hereof prior to such date. (c) (i) The Company shall engage, no later than 35 days prior to the Remarketing Date, a nationally recognized investment banking firm (the “Remarketing Agent”) pursuant to a Remarketing Agreement to be entered into among the Company, the Remarketing Agent and the Purchase Contract Agent, providing for remarketing procedures substantially as set forth below to sell the Senior Notes of Holders of Corporate HiMEDS Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in Section 5.02(a), and to sell the Senior Notes of holders of Separate Senior Notes that have elected to participate in the remarketing pursuant to the procedures set forth herein and Section 5.02 of the Supplemental Indenture. The Company or the Purchase Contract Agent, at the Company’s request, shall notify (the “Remarketing Notice”), not later than 12:00 noon, New York City time, on the twenty-third Business Day immediately preceding the Purchase Contract Settlement Date, Holders of Corporate HiMEDS Units, and holders of Separate Senior Notes, of the remarketing to take place on the Remarketing Date, and if necessary, on the eighth Business Day immediately preceding the Purchase Contract Settlement Date, and if necessary, on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, and if necessary, on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, and if necessary, 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 (each such date other than the Remarketing Date, a “Subsequent Remarketing Date”); provided, however, that, in the event any such date falls on a date following the third scheduled Trading Day immediately preceding the Purchase Contract Settlement Date, such date shall not be a Subsequent Remarketing Date (and if such Corporate HiMEDS Units or Separate Senior Notes are subject held in global form, the Company, or the Purchase Contract Agent, at the Company’s request, will cause the Depositary to notify the Depositary Participants of such remarketing by no later than the twenty-third Business Day immediately preceding the Purchase Contract Settlement Date). The Remarketing Notice will include the amount of cash that must be delivered by the Holders of Corporate HiMEDS Units that elect not to participate in the remarketing and the deadline for such delivery, as well as information with respect to the exercise of the Put Right. The Purchase Contract Agent shall notify, by 6:00 p.m., New York City time, on the second Business Day immediately preceding the Remarketing Date, the Remarketing Agent and the Collateral Agent of the aggregate principal amount of Senior Notes of Corporate HiMEDS Unit Holders to be remarketed. On the second Business Day immediately preceding the Remarketing Date, no later than by 6:00 p.m., New York City time, pursuant to the terms of this Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes to be remarketed. No later than noon, New York City time, on the Business Day immediately preceding the Remarketing Date, the Collateral Agent and the Custodial Agent, pursuant to the terms of this Agreement, will deliver for remarketing to the Remarketing Agent all Senior Notes to be remarketed. Upon receipt of such notice from the Purchase Contract Agent, the Collateral Agent and the Custodial Agent and such Senior Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, and if necessary, on each Subsequent Remarketing Date, use its reasonable best efforts to sell such Senior Notes on such date(s) at a price per Senior Note equal to 100.25% of the Remarketing Value. In the event of a Failed Remarketingsuccessful remarketing pursuant to this Section 5.02, the Remarketing Agent will deduct and will retain for itself as a remarketing fee from the proceeds of the remarketing an amount not exceeding 25 basis points (0.25%) of the Remarketing Value of such Notes (the “Remarketing Fee”). The Remarketing Agent will then remit: (1) to the Custodial Agent, for the benefit of the holders of Separate Senior Notes that were remarketed, proceeds from the remarketing equal to the principal amount of the Separate Senior Notes included in the remarketing; (2) to the Collateral Agent, for the benefit of the Company, and upon written direction proceeds from the remarketing equal to the principal amount of the Company as provided Senior Notes included in the Pledge Agreementremarketing that were not Separate Senior Notes, reserves all of its rights as a secured party with respect thereto and, subject such proceeds to applicable law and paragraph (c) below, may (i) retain such Senior Notes be used to pay the Company in full satisfaction direct settlement of the Holders' ’ obligations under the related Purchase Contracts or (ii) sell such Senior Notes in one or more public or private sales.Contracts; and (c3) A Holder of Corporate PIES may elect not any excess amount to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or by notifying Custodial Agent and the Purchase Contract Agent of such election and complying with the procedures for creating Treasury PIES set forth in Section 3.13 until 5:00 p.m. (New York City time) on the Business Day immediately preceding the first distribution to holders of the three sequential remarketing dates Separate Senior Notes and Holders of Corporate HiMEDS Units, in each case, on or prior to the Purchase Contract Settlement Date. Holders whose Senior Notes are so remarketed will not otherwise be responsible for the payment of any Three-Day Remarketing PeriodFee in connection therewith. A Holder that does not so create Treasury PIES by delivering the Treasury Security or Treasury Securities pursuant to this paragraph and Section 3.13 shall be deemed to have elected to participate in any Remarketing. (d) In the event that all or any portion of the Pledged Treasury Securities of Treasury PIES matures before On the Purchase Contract Settlement Date, the Collateral Agent shall invest the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the 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 will release the proceeds from the related Pledged Treasury Securities and the investment earnings from the related investment in Permitted Investments exceeds the aggregate Purchase Price remarketing of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, Senior Notes that were not Separate Senior Notes to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such proceeds, on a pro rata basis. (e) Any distributions to Holders of excess funds and interest pursuant to a Successful Remarketing or described in (d) above which shall be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose or, at the option of the Holder, or the holder of Separated Senior Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer to an account specified by the Holder, or the holder of Separated Senior Notes, as applicable. (f) The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out Company in full satisfaction of the proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event shall Holders be liable for any deficiency between such payments and the Purchase Price. (g) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES unless the Company shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior NotesHiMEDS Units under their related Purchase Contracts.

Payment of Purchase Price; Remarketing. (a) Unless a Termination Event has occurred or a Holder of a Unit has settled the related underlying Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, the settlement of the Purchase Contract relating to underlying a PIES Unit will be made by Remarketing in accordance with this Section 2 5.4. (i) The Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to a Remarketing Agreement to be mutually agreed on by the Company, the Trust, the Agent and the Remarketing Agent, but substantially as set forth in Exhibit C to the Declaration, to sell the Capital Securities of Holders of Normal Units, other than Holders thereof which have elected not to participate in the remarketing pursuant to clause (v) below, and holders of Separate Capital Securities which have elected pursuant to clause (b)(vi) of this Section 5.4 to participate in the remarketing. On the twelfth Business Day prior to the Initial Remarketing Date, the Agent shall give Holders of Normal Units and holders of Separate Capital Securities notice of the remarketing (the form of which notice to be provided by the Company) in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal, including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) described in clause (v) below, that must be delivered by Holders of Normal Units that elect not to participate in the remarketing pursuant to clause (v) below, no later than 10:00 a.m. on the eighth Business Day preceding the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be. The Agent shall notify, by 4:00 p.m., New York City time, on the eighth Business Day preceding the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, the Remarketing Agent and the Collateral Agent of the aggregate number of Capital Securities of Normal Unit Holders to be remarketed. On the eighth Business Day preceding the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, no later than by 4:00 p.m. New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Capital Securities to be remarketed. Upon receipt of such notice from the Agent and the Custodial Agent, the Remarketing Agent will, during the Initial Remarketing Period, or any Subsequent Remarketing Period, as the case may be, use its reasonable best efforts to sell such Capital Securities during such period at a price equal to 100.5% of the Remarketing Value. If there is a successful Remarketing, by approximately 4:30 p.m., New York City time, on the day of the successful Remarketing within the Initial Remarketing Period or the applicable Subsequent Remarketing Period, as the case may be, the Reset Agent shall promptly notify by telephone (promptly confirmed in writing) the Company, the Trust, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Property Trustee, the Depositary and the Indenture Trustee of the Reset Rate determined in the Remarketing. On the second Business Day preceding the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement. , will deliver for the settlement of the remarketing to the Remarketing Agent all Capital Securities to be remarketed. The sale of the Capital Securities will be settled on the Initial Remarketing Date, or any Subsequent Remarketing Date, as the case may be. The Remarketing Agent will use the proceeds from a successful remarketing to purchase the appropriate U.S. Treasury securities (bthe "Agent-purchased Treasury Consideration") With respect with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (i)(1) and (ii)(1) of the definition of Remarketing Value related to any Pledged Senior Notes which are subject the Capital Securities of Holders of Normal Units that were remarketed. In the event of a Failed Remarketingsuccessful remarketing, on the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, and upon written direction of the Company as provided will thereupon apply such Agent-purchased Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts. The Remarketing Agent will deduct as a remarketing fee ("Remarketing Fee") an amount not exceeding 25 basis points (.25%) of the total proceeds from the remarketing. The Remarketing Agent will remit (1) the portion of the proceeds from the remarketing attributable to the Separate Capital Securities to the holders of Separate Capital Securities that were remarketed and (2) the remaining portion of the proceeds, less those proceeds used to purchase the Agent-purchased Treasury Consideration, to the Agent for the benefit of the Holders of the Normal Units that were remarketed, all determined on a pro rata basis, in each case, on [or prior to] the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be. Holders whose Capital Securities are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. (ii) If, in spite of using its commercially reasonable best efforts, the Remarketing Agent cannot remarket the Capital Securities included in the remarketing at a price equal to at least 100.5% of the Remarketing Value, settling on the Initial Remarketing Date, the remarketing will be deemed to have failed (a "Failed Remarketing"). The Remarketing Agent shall make further attempts (each, a "Subsequent Remarketing") to remarket the Capital Securities in accordance with the initial remarketing procedures set forth in this Section 5.4(b) and the Remarketing Agreement, provided that (i) the notice of any Subsequent Remarketing cannot be given until the Failed Remarketing notice (as described in (b)(iii) below) has been published in respect of any immediately preceding Failed Remarketing, (ii) any Subsequent Remarketing must settle on one of the Subsequent Remarketing Dates and (iii) the last Subsequent Remarketing Date must settle no later than on the Business Day immediately preceding the Stock Purchase Date. (iii) If by 4:00 p.m., New York City time, on the Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent, in spite of using its commercially reasonable best efforts, has failed to remarket the Capital Securities included in the remarketing at 100.5% of the Remarketing Value in accordance with the terms of the Pledge Agreement, the "Last Failed Remarketing" will be deemed to have occurred. The Collateral Agent, for the benefit of the Company, may exercise its rights as a secured party with respect to such Capital Securities, including those actions specified in (b)(iv) below; provided, that if upon the occurrence of the Last Failed Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to such Capital Securities, any accumulated and unpaid distributions on such Capital Securities will become payable by the Company to the Agent for payment to the Holder of the Normal Units to which such Capital Securities relates. Such payment will be made by the Company on or prior to 11 a.m., New York City time, on the Stock Purchase Date in lawful money of the United States by certified or cashiers' check or wire transfer in immediately available funds payable to or upon the order of the Agent. The Company will cause a notice of any Failed Remarketing to be published on the second Business Day prior to the Initial Remarketing Date or any Subsequent Remarketing Date, as applicable, and the Company will cause a notice of the Last Failed Remarketing, if applicable, to be published on the second Business Day following the Stock Purchase Date. Any such notice of a Failed Remarketing or Last Failed Remarketing will be published in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal. (iv) With respect to any Capital Securities which constitute part of Normal Units which are subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph Section 5.4 (ce) below, may may, among other things, (iA) retain such Senior Notes Capital Securities in full satisfaction of the Holders' obligations under the related Purchase Contracts or (iiB) sell such Senior Notes Capital Securities in one or more public or private sales. (cv) A Holder of Corporate PIES Normal Units may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or remarketing and retain the Capital Securities underlying such Units by notifying the Purchase Contract Agent of such election and complying with delivering the procedures for creating specific U.S. Treasury PIES set forth security or securities (including the CUSIP number and/or the principal terms of such security or securities) to be identified by the Remarketing Agent that constitute the U.S. Treasury securities described in Section 3.13 until 5:00 p.m. clauses (New York City timei) and (ii) of the definition of Remarketing Value relating to the retained Capital Securities (as if only such Capital Securities were being remarketed) (the "Opt-out Treasury Consideration") to the Agent not later than 10:00 a.m. on the eighth Business Day immediately prior to the Initial Remarketing Date (or, in the case of a Failed Remarketing, not later than 10:00 a.m. on the eighth Business Day prior to the Subsequent Remarketing Date). Upon receipt thereof by the Agent, the Agent shall deliver such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder's obligations under the Purchase Contracts. On the second Business Day preceding the first Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, the Collateral Agent, pursuant to the terms of the three sequential Pledge Agreement, will deliver the Pledged Capital Securities of such Holder to the Agent. On the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, if the remarketing dates was successful, the Agent shall distribute such Capital Securities to the Holders thereof and if the Last Failed Remarketing has occurred, the Agent will deliver such Capital Securities to the Collateral Agent, which will, for the benefit of any Threethe Company, thereupon apply such Capital Securities to secure such Holders' obligations under the Purchase Contract and return the Opt-Day Remarketing Periodout Treasury Consideration delivered by such Holders to such Holders. A Holder that does not so create deliver the Opt-out Treasury PIES by delivering the Treasury Security or Treasury Securities Consideration pursuant to this paragraph and Section 3.13 clause (v) shall be deemed to have elected to participate in any Remarketingthe remarketing. (vi) Holders of Separate Capital Securities may elect to have their Separate Capital Securities remarketed by delivering their Separate Capital Securities, together with a notice of such election, to the Custodial Agent on or prior to the ninth Business Day preceding the Initial Remarketing Date, but no earlier than the Payment Date immediately preceding the Initial Remarketing Date. On the eighth Business Day prior to the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, by 4:00 p.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the number of such Separate Capital Securities to be remarketed. The Custodial Agent will hold such Separate Capital Securities in an account separate from the Collateral Account. A holder of Separate Capital Securities electing to have its Separate Capital Securities remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, to be received at or prior to 10:00 a.m., New York City time, on the eighth Business Day preceding the Initial Remarketing Date and any Subsequent Remarketing Date, as the case may be, upon which notice the Custodial Agent will return such Separate Capital Securities to such holder. The Custodial Agent shall, by 10:00 a.m., New York City time, on the second Business Day preceding the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be, deliver to the Remarketing Agent all Separate Capital Securities delivered to the Custodial Agent in accordance with Section 4.5 (d) of the Pledge Agreement. If there is a Failed Remarketing, the Remarketing Agent shall on the date of such Failed Remarketing, so promptly notify by telephone (promptly confirmed in writing) the Custodial Agent. In the case of the Last Failed Remarketing, the Remarketing Agent shall promptly so notify by telephone (promptly confirmed in writing) the Custodial Agent, upon which notice the Custodial Agent shall return the Separate Capital Securities to their holders. (vii) Each Holder of a Unit, by its acceptance thereof, and each party to this Agreement hereby irrevocably agrees, and the Remarketing Agent will irrevocably so agree in the Remarketing Agreement, that any remarketing of the Capital Securities and, if applicable, of the Separate Capital Securities may settle later than in a three Business-Day cycle, but in no event that all later than on the third Business Day after the end of the Initial 44 Remarketing Period or any portion Subsequent Remarketing Period, as the case may be. (c) Upon the maturity of the Pledged Treasury Securities of underlying the Stripped Units and the Pledged Treasury PIES matures before Consideration underlying the Normal Units, on the Stock Purchase Contract Settlement Date, the Collateral Agent shall invest remit to the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in Company an amount equal to the aggregate Purchase Price applicable to such Treasury PIES to satisfy in full such Holder's obligations to pay Units, as payment for the Purchase Price to purchase the shares of Common Stock under issuable upon settlement thereof without receiving any instructions from the related Purchase Contracts on the Purchase Contract Settlement DateHolders of such Units. In the event the sum payments in respect of the proceeds from the related Pledged Treasury Securities and or the investment earnings from Pledged Treasury Consideration, underlying a Unit is in excess of the related investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts Contract being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to will distribute such excess, excess to the Agent for the benefit of the Holder of such Unit 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. (ed) Any distributions distribution to Holders of excess funds and interest pursuant to a Successful Remarketing or described in Section 5.4 (db) and (c) above shall be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose or, at the option of the Holder, Holder or the holder of Separated Senior NotesSeparate Capital Securities, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer in immediately available funds to an account specified by the Holder, Holder or the holder of Separated Senior NotesSeparate Capital Securities, as applicable. (fe) The obligations of each Holder to pay the Purchase Price are non-non- recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders, Holders and in no event shall will Holders be liable for any deficiency between such payments and the Purchase Price. (gf) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES Unit unless the Company shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notes.

Payment of Purchase Price; Remarketing. (a) Unless a Tax Event Redemption, successful remarketing, Termination Event Event, Merger Early Settlement or Early Settlement has occurred occurred, each Holder of a Normal Unit may pay in cash (Cash Settlement) the Purchase Price for the shares of Common Stock to be purchased pursuant to a Purchase Contract if such Holder notifies the Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (i) A Holder of a Normal Unit who has settled so notified the related Purchase Contract through Agent of its intention to make a Cash Settlement pursuant is required to Section 5.8pay the Purchase Price to the Collateral Agent prior to 11:00 a.m., an Early Settlement pursuant New York City time, on the Business Day immediately preceding the Stock Purchase Date in lawful money of the United States by certified or cashiers' check or wire transfer, in each case payable to Section 5.9 or a Merger Early Settlement pursuant upon the order of the Company. Any cash received by the Collateral Agent will be paid to Section 5.10, the Company on the Stock Purchase Date in settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 the terms of this Agreement and the Remarketing Pledge Agreement. (bii) With respect to any Pledged Senior Notes which are subject If a Holder of a Failed RemarketingNormal Unit fails to notify the Agent of its intention to make a Cash Settlement in accordance with paragraph (a)(i) above, such failure shall constitute an event of default and the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph below. If a Holder of a Normal Units does notify the Agent as provided in paragraph (a)(i) above of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, such failure shall also constitute a default; however, the Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Notes, including but not limited to those rights specified in subsection (b)(iii) below. (i) The Company shall engage a nationally recognized investment bank (the Remarketing Agent) pursuant to a Remarketing Agreement to be mutually agreed on by the Company, the Agent and upon written direction the Remarketing Agent, but substantially as set forth below, to sell the Notes of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in clause (iv) below and holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 4.5(d) of the Company as provided Pledge Agreement. On the seventh day prior to the Remarketing Date, the Agent shall give Holders of Normal Units and holders of Separate Notes notice of the remarketing in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal, including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) described in clause (iv) below, that must be delivered by Holders of Normal Units that elect not to participate in the remarketing pursuant to clause (iv) below, no later than 10:00 a.m. on the fourth Business Day preceding the Remarketing Date. The Agent shall notify, by 10:00 a.m., New York City time, on the third Business Day preceding the Remarketing Date, the Remarketing Agent and the Collateral Agent of the aggregate number of Notes of Normal Unit Holders to be remarketed. On the third Business Day preceding the Remarketing Date, no later than by 10:00 a.m. New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. On the Business Day immediately preceding the Remarketing Date, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all Notes to be remarketed. Upon receipt of such notice from the Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the third Business Day following the Remarketing Date, use its reasonable best efforts to sell such Notes on such date at a price equal to 100._% of the Remarketing Value. The Remarketing Agent will use the proceeds from a successful remarketing to purchase the appropriate U.S. Treasury securities (the Agent-purchased Treasury Consideration) with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (i) and (ii) of the definition of Remarketing Value related to the Notes of Holders of Normal Units that were remarketed. On or prior to the third Business Day following the Remarketing Date, the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Agent-purchased Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts. The Remarketing Agent will deduct as a remarketing fee an amount not exceeding __ basis points (.__%) of the total proceeds from the remarketing (the Remarketing Fee). The Remarketing Agent will remit (1) the portion of the proceeds from the remarketing attributable to the Separate Notes to the holders of Separate Notes that were remarketed and (2) the remaining portion of the proceeds, less those proceeds used to purchase the Agent-purchased Treasury Consideration, to the Holders of the Normal Units that were remarketed, all determined on a pro rata basis, in each case, on or prior to the third Business Day following the Remarketing Date. Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. (i) If, in spite of using its commercially reasonable best efforts, the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to at least 100._% of the Remarketing Value, the Remarketing Agent will attempt to establish a Remarketing Rate meeting these requirements on each of the two immediately following Business Days. If the Remarketing Agent cannot establish a Remarketing Rate meeting these requirements on either of those days, it will attempt to establish such a Remarketing Rate on each of the three Business Days immediately preceding _________, 200_. If the Remarketing Agent cannot establish such a Remarketing Rate either on any of the two Business Days immediately following the Remarketing Date or on any of the three Business Days immediately preceding _________, 200_, the remarketing in each such period will be deemed to have failed (each, a Failed Remarketing). If the Remarketing Agent cannot establish such a Remarketing Rate on any of the three Business Days immediately preceding ________, 200_, the Remarketing Agent will further attempt to establish such a Remarketing Rate on each of the three Business Days immediately preceding the Stock Purchase Date. If, in spite of using its commercially reasonable best efforts, the Remarketing Agent fails to remarket the Notes underlying the Normal Units at 100._% of the Remarketing Value in accordance with the terms of the Pledge Agreement by 4:00 p.m., New York City time, on the Business Day immediately preceding the Stock Purchase Date, the Last Failed Remarketing will be deemed to have occurred. In this case, within three Business Days following the date of the Last Failed Remarketing, the Remarketing Agent shall return any Notes delivered to it to the Collateral Agent. The Collateral Agent, for the benefit of the Company, may exercise its rights as a secured party with respect to such Notes, including those actions specified in subsection (b) (iii) below; provided, that if upon the Last Failed Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to such Notes, any accumulated and unpaid interest on such Notes will become payable by the Company to the Agent for payment to the Holder of the Normal Units to which such Notes relate. Such payment will be made by the Company on or prior to 11 a.m., New York City time, on the Stock Purchase Date in lawful money of the United States by certified or cashier's check or wire transfer in immediately available funds payable to or upon the order of the Agent. The Company will cause a notice of any Failed Remarketing and of the Last Failed Remarketing to be published on the fourth Business Day following the Remarketing Date and the date of the Last Failed Remarketing and any Subsequent Remarketing Date and the date of the Last Failed Remarketing, as the case may be, in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal. The Company will also release this information by means of Bloomberg and Reuters newswire. (ii) With respect to any Notes which constitute part of Normal Units which are subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph Section 5.4 (ce) below, may (i) may, among other things, retain such Senior Notes in full satisfaction of the Holders' obligations under the related Purchase Contracts or (ii) sell such Senior Notes in one or more public or private salesContracts. (ciii) A Holder of Corporate PIES Normal Units may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or remarketing and retain the Notes underlying such Units by notifying the Purchase Contract Agent of such election and complying with delivering the procedures for creating specific U.S. Treasury PIES set forth security or securities (including the CUSIP number and/or the principal terms of such security or securities) identified by the Agent that constitute the U.S. Treasury securities described in Section 3.13 until 5:00 p.m. clauses (New York City timei) and (ii) of the definition of Remarketing Value relating to the retained Notes (as if only such Notes were being remarketed) (the Opt-out Treasury Consideration) to the Agent not later than 10:00 a.m. on the fourth Business Day prior to the Remarketing Date (or, in the case of a Failed Remarketing, not later than 10:00 a.m. on the Business Day immediately prior to the Subsequent Remarketing Date). Upon receipt thereof by the Agent, the Agent shall deliver such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder's obligations under the Purchase Contracts. On the first Business Day immediately preceding the first Remarketing Date, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes of such Holder to the Agent. Within three sequential Business Days following the Remarketing Date, (A) if the remarketing dates was successful, the Agent shall distribute such Notes to the Holders thereof, and (B) if there was a Failed Remarketing on such date, the Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of any Three-Day Remarketing Periodthe Company, thereupon apply such Notes to secure such Holders' obligations under the Purchase Contract and return the Opt- out Treasury Consideration delivered by such Holders to such Holders. A Holder that does not so create deliver the Opt-out Treasury PIES by delivering the Treasury Security or Treasury Securities Consideration pursuant to this paragraph and Section 3.13 clause (iv) shall be deemed to have elected to participate in any Remarketingthe remarketing. (dc) In Upon the event that all or any portion maturity of the Pledged Treasury Securities of underlying the Stripped Units and the Pledged Treasury PIES matures before Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying the Normal Units, on the Stock Purchase Contract Settlement Date, the Collateral Agent shall invest remit to the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in Company an amount equal to the aggregate Purchase Price applicable to such Treasury PIES to satisfy in full such Holder's obligations to pay Units, as payment for the Purchase Price to purchase the shares of Common Stock under issuable upon settlement thereof without receiving any instructions from the related Purchase Contracts on the Purchase Contract Settlement DateHolders of such Units. In the event the sum payments in respect of the proceeds from the related Pledged Treasury Securities and Securities, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the investment earnings from Treasury Portfolio underlying a Unit is in excess of the related investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts Contract being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to will distribute such excess, excess to the Agent for the benefit of the Holder of such Unit 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. (ed) Any distributions distribution to Holders of excess funds and interest pursuant to a Successful Remarketing or described in Section 5.4 (db) and (c) above shall be payable at the office of the Purchase Contract Agent in The City of New York, New York maintained for that purpose or, at the option of the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer to an account specified by the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable. (fe) The obligations of each Holder to pay the Purchase Price are non-non- recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders, Holders and in no event shall will Holders be liable for any deficiency between such payments and the Purchase Price. (gf) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES Unit unless the Company shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notes.

Payment of Purchase Price; Remarketing. (a) The Company will notify, not later than seven nor more than 15 calendar days prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, Holders of New PEPS Units and Treasury Units of the remarketing to take place 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 (and, if such New PEPS Units or Treasury Units are held in global form by DTC, the Company will cause DTC to notify its participants). (i) Unless a Termination Event has occurred or a Holder has settled of a New PEPS Unit effects an Early Settlement of the underlying Purchase Contract in the manner described in Section 5.08, each Holder who intends to pay in cash to satisfy such Holder’s obligations under the Purchase Contract shall notify the Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of his intention to pay in cash (“Cash Settlement”) the Purchase Price for the shares of Common Stock to be purchased pursuant to the related Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract through Settlement Date. Prior to 11:00 a.m. (New York City time) on the next succeeding Business Day, the Purchase Contract Agent shall notify the Collateral Agent and the Indenture Trustee of the receipt of such notices from Holders intending to make a Cash Settlement. (ii) A Holder of a New PEPS Unit who has so notified the Purchase Contract Agent of his intention to effect a Cash Settlement pursuant in accordance with paragraph 5.03(b)(i) above shall pay the Purchase Price to Section 5.8the Securities Intermediary for deposit in the Collateral Account prior to 11:00 a.m. (New York City time) on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, an Early in lawful money of the United States by certified or cashiers’ check or wire transfer, in each case in immediately available funds payable to or upon the order of the Securities Intermediary. Any cash received by the Collateral Agent shall be invested promptly by the Securities Intermediary in Permitted Investments and paid to the Company on the Purchase Contract Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, the Date in settlement of the Purchase Contract relating to a PIES will be made by Remarketing Contracts in accordance with Section 2 the terms of this Agreement and the Pledge Agreement. Any funds received by the Securities Intermediary in respect of the Remarketing Agreementinvestment earnings from such Permitted Investments in excess of the Purchase Price for the shares of Common Stock to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Holder. (biii) With respect to any Pledged Senior Notes which are subject If a Holder of a Failed New PEPS Unit fails to notify the Purchase Contract Agent of his intention to make a Cash Settlement in accordance with paragraph 5.03(b)(i) above, or has notified the Purchase Contract Agent but fails to pay the Purchase Price to the Securities Intermediary in accordance with paragraph 5.03(b)(ii) above, such Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the Remarketing as described in paragraph 5.03(c) below. (c) The Notes of New PEPS Unit Holders who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement as provided in paragraph 5.03(b)(i) above or have failed to pay the Purchase Price to the Securities Intermediary in accordance with paragraph 5.03(b)(ii) above will be sold by the Remarketing Agent (the “Remarketing”) 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. The Purchase Contract Agent shall notify, by noon, New York City time, on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, the Remarketing Agent, the Collateral Agent, the Indenture Trustee and the Company of the aggregate principal amount of Notes that are part of New PEPS Units to be remarketed, such notice to be substantially in the form of Exhibit F hereto. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for remarketing such Notes to the Remarketing Agent. Upon receipt of such notice from the Purchase Contract Agent and such Notes from the Collateral Agent, the Remarketing Agent will use its reasonable efforts to remarket the Remarketed Notes, at a price of approximately 100.5% (but not less than 100%) of the aggregate principal amount of such Remarketed Notes, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date and, if the remarketing on such date fails, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date and, if the remarketing on such date fails, on the third Business Day immediately preceding the Purchase Contract Settlement Date. If the Remarketing Agent is able to remarket the Remarketed Notes at a price equal to or greater than 100% of the aggregate principal amount of the Remarketed Notes (a “Successful Remarketing”), the Remarketing Agent will remit the entire amount of the proceeds derived from the Successful Remarketing of the Notes that were components of New PEPS Units to the Collateral Agent; provided, however, that the Remarketing Agent may deduct as the remarketing fee (“Remarketing Fee”), an amount not exceeding 25 basis points (0.25%) of the aggregate principal amount of the Remarketed Notes from any amount of the proceeds of a Successful Remarketing in excess of the aggregate principal amount of the Remarketed Notes. The portion of the proceeds equal to the aggregate principal amount of the Remarketed Notes that were components of New PEPS Units will automatically be applied by the Collateral Agent, in accordance with the Pledge Agreement, to satisfy in full such New PEPS Units Holders’ obligations to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Any proceeds in excess of those required to pay the Purchase Price and the Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the Holders of the related New PEPS Units. New PEPS Units Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. If, (i) in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Remarketed Notes (other than to the Company), of such Holders of New PEPS Units at a price not less than 100% of the aggregate principal amount of the Remarketed Notes on or before the third Business Day immediately preceding the Purchase Contract Settlement Date or (ii) the remarketing has not occurred because a condition precedent to the remarketing has not been fulfilled, the remarketing will be deemed to have failed (a “Failed Final Remarketing”) and in accordance with the terms of the Pledge Agreement the Collateral Agent for the benefit of the CompanyCompany will exercise its rights as a secured party with respect to such Notes that were components of New PEPS Units including those actions specified in paragraph (e) below. (d) If there is no Successful Remarketing on May 11, 2004, the Company will cause a notice of the failure of Remarketing of the Notes to be published before 9:00 a.m., New York City time, on May 12, 2004 and upon written direction another Remarketing will be attempted on that day. If there has not been a Successful Remarketing on May 12, 2004, the Company will cause a notice of the failure of Remarketing of the Notes to be published before 9:00 a.m., New York City time, on May 13, 2004 and another Remarketing will be attempted on that day. If there has not been a Successful Remarketing on May 13, 2004, the Company will cause a notice of the failure of Remarketing of the Notes to be published before 9:00 a.m., New York City time, on May 14, 2004. Notices to be published under this paragraph will be validly published by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow Jxxxx News Service, or by publication in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal. (e) With respect to Notes, which are subject to a Failed Final Remarketing, the Collateral Agent for the benefit of the Company as provided in the Pledge Agreement, reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph (ci) below, may may, among other things, (i) retain such Senior the Notes in full satisfaction of the Holders' obligations under the related Purchase Contracts or (ii) sell such Senior the Notes in one or more public or private sales, each in full satisfaction of the Holders’ obligations under the Purchase Contracts. (cf) A Holder of Corporate PIES may elect not to participate in the Remarketing by creating Treasury PIES at any time except during Unless a Termination Event or an Active Remarketing Period or by notifying Early Settlement has occurred, the Purchase Contract Agent underlying each Treasury Unit and will be settled with the Proceeds at maturity of the Treasury Security. Upon receipt of such election and complying with the procedures for creating Treasury PIES set forth in Section 3.13 until 5:00 p.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. A Holder that does not so create Treasury PIES by delivering the Treasury Security or Treasury Securities pursuant to this paragraph and Section 3.13 shall be deemed to have elected to participate in any Remarketing. (d) In the event that all or any portion of the Pledged Treasury Securities of Treasury PIES matures before the Purchase Contract Settlement DateProceeds, the Collateral Agent shall will invest the proceeds therefrom Proceeds promptly in Permitted Investments in accordance with and pay the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, Proceeds to the Collateral Agent shall apply, Company on the Purchase Contract Settlement Date, Date in accordance with the proceeds terms of this Agreement and the Pledge Agreement. Any such Proceeds received by the Collateral Agent in excess of the maturing Pledged Treasury Securities Purchase Price and any funds received by the Collateral Agent in respect 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, will be distributed to the Purchase Contract Agent when received for distribution payment to the Holders whose Purchase Contracts were settled with such proceeds, on a pro rata basisHolder. (eg) Any distributions distribution to Holders of excess funds and interest pursuant to a Successful Remarketing or described in (d) above above, shall be payable at the office of the Purchase Contract Agent in The City of New York Office maintained for that purpose or, at the option of the Holder, or the holder of Separated Senior Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Security Register or or, at the option of the Company, by wire transfer to the bank account designated by such Holder in writing, such payments to be made to the same Persons entitled to receive Common Stock with respect to Purchase Contracts referred to in Subsection (f) above. (i) Unless a Holder of a Treasury Units effects an account specified Early Settlement of the underlying Purchase Contract through the early delivery of cash to the Purchase Contract Agent in the manner described in Section 5.08, each Holder of a Treasury Unit who intends to pay in cash shall notify the Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of his intention to pay in cash the Purchase Price for the shares of Common Stock to be purchased pursuant to the related Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date. Prior to 11:00 a.m. (New York City time) on the next succeeding Business Day, the Purchase Contract Agent shall notify the Collateral Agent of the receipt of such notices from such Holders intending to make a Cash Settlement. Treasury Unit holders may make Cash Settlements only in integral multiples of 40 Treasury Units. (ii) A Holder of a Treasury Unit who has so notified the Purchase Contract Agent of his intention to make a Cash Settlement in accordance with paragraph 5.03(h)(i) above shall pay the Purchase Price to the Securities Intermediary for deposit in the Collateral Account prior to 11:00 a.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, in lawful money of the United States by certified or cashiers’ check or wire transfer, in each case in immediately available funds payable to or upon the order of the Securities Intermediary. Any cash received by the Collateral Agent shall be invested promptly by the Securities Intermediary in Permitted Investments and paid to the Company on the Purchase Contract Settlement Date in settlement of the Purchase Contract in accordance with the terms of this Agreement and the Pledge Agreement. Any funds received by the Securities Intermediary in respect of the investment earnings from the investment in such Permitted Investments in excess of the Purchase Price for the shares of common stock to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Holder. (iii) If a Holder of a Treasury Unit fails to notify the Purchase Contract Agent of his intention to make a Cash Settlement in accordance with paragraph 5.03(h)(i) above, or does notify the Purchase Contract Agent as provided in paragraph 5.03(h)(i) above of his intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph 5.03(h)(ii) above, then upon the maturity of the Pledged Treasury Securities held by the Securities Intermediary on the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of the Treasury Securities received by the Securities Intermediary shall be invested promptly in Permitted Investments. On the Purchase Contract Settlement Date, an amount equal to the Purchase Price shall be remitted to the Company as payment thereof without receiving any instructions from the Holder. In the event the sum of the proceeds from the related Pledged Treasury Securities and the investment earnings earned from such investments is in excess of the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall cause the Securities Intermediary to distribute such excess to the Purchase Contract Agent for the benefit of the Holder of the related Treasury Unit when received. (iv) A holder of a Note that is no longer part of a New PEPS Unit may elect to have such Note remarketed pursuant to Section 5.7(c) of the Pledge Agreement. (i) Upon Cash Settlement of any Purchase Contract: (i) the Collateral Agent will in accordance with the terms of the Pledge Agreement cause the Pledged Notes or the Pledged Treasury Securities, as the case may be, underlying the relevant Security to be released from the Pledge, free and clear of any security interest of the Company, and transferred to the Purchase Contract Agent for delivery to the Holder thereof or its designee as soon as practicable; and (ii) subject to the receipt thereof, the Purchase Contract Agent shall, by book-entry transfer or other appropriate procedures, in accordance with written instructions provided by the Holder thereof, transfer such Notes or such Treasury Securities, as the case may be (or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Notes or the holder of Separated Senior Notessuch Treasury Securities, as applicablethe case may be, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the abandoned property laws of the relevant state). (fj) The obligations of each Holder the Holders to pay the Purchase Price are non-recourse obligations and and, except to the extent paid satisfied by Cash Settlement, Early Settlement or Merger Early Cash Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders, Holders and in no event shall will Holders be liable for any deficiency between such payments the proceeds of the disposition of Collateral and the Purchase Price. (g) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES unless the Company shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notes.

Payment of Purchase Price; Remarketing. (a) Unless a Tax Event Redemption, successful remarketing or Termination Event Event, Merger Early Settlement or Early Settlement has occurred occurred, each Holder of an Upper DECS may pay in cash ("Cash Settlement") the Purchase Price for the shares of Common Stock to be purchased pursuant to a Purchase Contract if such Holder notifies the Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (i) A Holder of an Upper DECS who has settled so notified the related Purchase Contract through Agent of its intention to make a Cash Settlement pursuant is required to Section 5.8pay the Purchase Price to the Collateral Agent prior to 11:00 a.m., an Early Settlement pursuant New York City time, on the Business Day immediately preceding the Stock Purchase Date in lawful money of the United States by certified or cashiers' check or wire transfer, in each case payable to Section 5.9 or a Merger Early Settlement pursuant upon the order of the Company. Any cash received by the Collateral Agent will be paid to Section 5.10, the Company on the Stock Purchase Date in settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 the terms of this Agreement and the Remarketing Pledge Agreement. (ii) If a Holder of an Upper DECS fails to notify the Agent of its intention to make a Cash Settlement in accordance with paragraph (a) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) With respect below. If a Holder of an Upper DECS does notify the Agent as provided in paragraph (a)(i) above of its intention to any Pledged Senior pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, such failure shall constitute an event of default; however, the Notes which are subject of such a Failed Remarketing, Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, and upon written direction of the Company as provided in the Pledge Agreement, reserves all of will exercise its rights as a secured party with respect thereto andto such Notes, subject including but not limited to applicable law those rights specified in subsection (b)(iii) below. (i) The Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to a Remarketing Agreement to be mutually agreed on by the Company, the Agent and paragraph the Remarketing Agent, but substantially as set forth in Exhibit F hereto to sell the Notes of Holders of Upper DECS, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in clause (civ) below, may (iand holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 4.5(d) retain such Senior Notes in full satisfaction of the Holders' obligations under Pledge Agreement. On the related Purchase Contracts seventh day prior to the Remarketing Date the Agent shall give Holders of Upper DECS and holders of Separate Notes notice of the remarketing (the form of which notice to be provided by the Company) in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal, including the specific U.S. Treasury security or securities (iiincluding the CUSIP number and/or the principal terms of such Treasury security or securities) sell such Senior Notes described in one or more public or private sales. clause (civ) A Holder below, that must be delivered by Holders of Corporate PIES may Upper DECS that elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or by notifying the Purchase Contract Agent of such election and complying with the procedures for creating Treasury PIES set forth in Section 3.13 until 5:00 p.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. A Holder that does not so create Treasury PIES by delivering the Treasury Security or Treasury Securities pursuant to this paragraph and Section 3.13 shall be deemed to have elected to participate in any Remarketing. clause (div) In the event that all or any portion of the Pledged Treasury Securities of Treasury PIES matures before the Purchase Contract Settlement Datebelow, the Collateral Agent shall invest the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the 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. (e) Any distributions to Holders of excess funds and interest pursuant to a Successful Remarketing or described in (d) above shall be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose or, at the option of the Holder, or the holder of Separated Senior Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer to an account specified by the Holder, or the holder of Separated Senior Notes, as applicable. (f) The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event shall Holders be liable for any deficiency between such payments and the Purchase Price. (g) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES unless the Company shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notes.later than 10:00 a.

Payment of Purchase Price; Remarketing. (a) Unless a Special Event Redemption or Termination Event has occurred occurred, or a Holder of a Unit has settled the related underlying Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 5.09 or a Merger Early Settlement pursuant to Section 5.10, each Holder of a Normal Unit may pay in cash (“Cash Settlement”) the Purchase Price for the Common Stock to be purchased pursuant to a Purchase Contract if such Holder notifies the Purchase Contract Agent by surrender of the Normal Unit Certificate, if in certificated form, and delivery of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date. The Purchase Contract Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (i) A Holder of a Normal Unit who has so notified the Purchase Contract Agent of its intention to make a Cash Settlement is required to pay the Purchase Price to the Collateral Agent prior to 5:00 p.m., New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date in lawful money of the United States by certified or cashier’s check or wire transfer, in each case in immediately available funds payable to or upon the order of the Collateral Agent for deposit in the Collateral Account. Any cash received by the Collateral Agent will be paid to the Company on the Stock Purchase Date in settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with the terms of this Agreement and the Pledge Agreement, and any funds received by the Collateral Agent in excess of the Purchase Price for the Common Stock to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Holder. (ii) If a Holder of a Normal Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with paragraph (a)(i) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) below. If a Holder of a Normal Unit does notify the Purchase Contract Agent as provided in paragraph (a)(i) above of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) below. (i) Unless a Special Event Redemption has occurred, the Company and Lazard Group Finance shall engage, no later than 30 days prior to the Remarketing Date, a nationally recognized investment bank (the “Remarketing Agent”) pursuant to a Remarketing Agreement to be entered into among the Company, Lazard Group Finance and the Remarketing Agent (but providing for remarketing procedures substantially as set forth below) to sell the Notes of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in clause (iv) below, and holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 2 4.05(d) of the Pledge Agreement. The Company or the Purchase Contract Agent, at the Company’s request, shall notify (the “Remarketing Notice”), not later than 10:00 a.m. (New York City time) on the seventh Business Day immediately preceding the Remarketing Date, Holders of Normal Units, and holders of Separate Notes, of the remarketing to take place on the Remarketing Date, and if necessary, on the eighth Business Day immediately preceding the Stock Purchase Date, and if necessary, on the seventh Business Day immediately preceding the Stock Purchase Date, and if necessary, on the sixth Business Day immediately preceding the Stock Purchase Date, and if necessary, on the fifth Business Day immediately preceding the Stock Purchase Date, and if necessary, on the fourth Business Day immediately preceding the Stock Purchase Date, and if necessary, on the third Business Day immediately preceding the Stock Purchase Date (each such date other than the Remarketing Date a “Subsequent Remarketing Date”) (and if such Normal Units or Separate Notes are held in global form, the Company, or the Purchase Contract Agent, at the Company’s request, will cause the Clearing Agency to notify the Clearing Agency Participants of such remarketing by no later than the seventh Business Day preceding the Remarketing Date). The Remarketing Notice will include the amount of cash that must be delivered by the Holders of Normal Units that elect not to participate in the remarketing and the deadline for such delivery. The Purchase Contract Agent shall notify, by 10:00 a.m., New York City time, on the eleventh Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent and the Collateral Agent of the aggregate principal amount of Notes of Normal Unit Holders to be remarketed. On the eleventh Business Day preceding the Stock Purchase Date, no later than by 10:00 a.m., New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate principal amount of Separate Notes to be remarketed. Upon receipt of such notice from the Purchase Contract Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, and if necessary, on each Subsequent Remarketing Date, use its reasonable best efforts to sell such Notes on such dates at an aggregate price equal to 100.5% of the aggregate principal amount of such Notes. If the Remarketing Agent is able to remarket such Notes at a price equal to 100.5% of the aggregate principal amount of such Notes, the proceeds will be paid to the Collateral Agent, on behalf of the Company, in direct settlement of the obligations of the Holders under the related Purchase Contracts to purchase Common Stock of the Company. In the event of a successful remarketing pursuant to this Section 5.04, the Remarketing Agent will deduct as a remarketing fee an amount not exceeding 25 basis points (0.25%) of the Remarketing Agreement. Value of such Notes (bthe “Remarketing Fee”). The Remarketing Agent will remit (1) With respect to any Pledged Senior the Custodial Agent, for the benefit of the holders of Separate Notes which are subject that were remarketed, the portion of a Failed Remarketingthe proceeds from the remarketing attributable to such Separate Notes and (2) the remaining portion of the proceeds, less those proceeds paid to the Collateral Agent, for the benefit of the Company, and upon written direction used to pay the Company in direct settlement of the Holders’ obligations under the Purchase Contracts, to the Purchase Contract Agent for the benefit of the Holders of the Normal Units that were remarketed, all determined on a pro rata basis, in each case, on or prior to the third Business Day following the date on which the Notes were successfully remarketed. Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. (ii) If, in spite of using its reasonable best efforts, the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to 100.5% of the principal amount of the Notes included in the remarketing on the Remarketing Date, the Remarketing Agent will attempt to establish a Remarketing Rate meeting these requirements on each of the Subsequent Remarketing Dates. If, in spite of using its reasonable best efforts, the Remarketing Agent fails to remarket the Notes included in the remarketing at a price equal to 100.5% of the principal amount of the Notes included in the remarketing on or before 4:00 p.m., New York City time on the third Business Day immediately preceding the Stock Purchase Date, the remarketing will be deemed to have failed (the “Last Failed Remarketing”), and in this case, the Remarketing Agent will agree to advise the Collateral Agent in writing that it cannot remarket the Notes. The maturity date of the Notes will be the Stock Purchase Date in the event that the remarketing agent fails to remarket the Notes. The Collateral Agent, for the benefit of the Company may exercise its rights as a secured party with respect to such Notes, including those actions specified in clause (b)(iii) below; provided in that if upon the Pledge AgreementLast Failed Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to such Notes, any accumulated and unpaid interest on such Notes will become payable by Lazard Group Finance to the Purchase Contract Agent for payment to the Holders of the Normal Units to which such Notes relate. Such payment will be made by Lazard Group Finance on or prior to 2:00 p.m., New York City time, on the Stock Purchase Date. The Company will cause a notice of any failed remarketing and of the Last Failed Remarketing to be published before 9:00 a.m., New York City time, on the Business Day following each failed remarketing and the Last Failed Remarketing, as the case may be. The Company will also release this information by means of Bloomberg and Reuters newswire (or any successor or equivalent of such newswires). (iii) With respect to any Notes which constitute part of Normal Units which are subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph Section 5.04 (ce) below, may may, among other things permit the Company to, (iA) retain and cancel such Senior Notes or (B) cause the Notes to be sold, in either case, in full satisfaction of the Holders' ’ obligations under the related Purchase Contracts or (ii) sell such Senior Notes in one or more public or private salesContracts. (civ) A Holder of Corporate PIES Normal Units may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or remarketing and retain the Notes underlying such Units by notifying the Purchase Contract Agent of such election on or prior to 5:00 p.m. New York City time on the thirteenth Business Day immediately preceding the Stock Purchase Date and complying with delivering the procedures for creating Treasury PIES requisite amount of cash in lawful money of the United States by certified or cashier’s check or wire transfer, in each case, in immediately available funds, equal to the Purchase Price per Purchase Contract (the “Cash Consideration”) to the Purchase Contract Agent not later than 5:00 p.m. New York City time on the thirteenth Business Day prior to the Stock Purchase Date as set forth in the Remarketing Notice and following the procedures to exchange its Normal Units for Stripped Units (substituting references to Treasury Securities with references to Cash Consideration) as described in Section 3.13 until 5:00 p.m. (New York City time) on an “Opt-Out”). In such event, all references to the Treasury Securities or Pledged Treasury Securities herein, including for purposes of Sections 3.15 and 5.8, shall be deemed to include such Cash Consideration in addition to the Treasury Securities. Upon receipt thereof by the Purchase Contract Agent, the Purchase Contract Agent shall deliver such Cash Consideration to the Collateral Agent, which will for the benefit of the Company, thereupon apply such Cash Consideration to secure such Holder’s obligations under the Purchase Contracts. On the Business Day immediately preceding the first day of the three sequential remarketing dates of any Three-Day Remarketing Period, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes of such Holder to the Purchase Contract Agent and within three Business Days thereof, the Purchase Contract Agent shall distribute such Notes to the Holders thereof. A Holder that does not so create Treasury PIES by delivering deliver the Treasury Security requisite Cash Consideration or Treasury Securities does not so notify the Agent of its election not to participate in the remarketing pursuant to this paragraph and Section 3.13 clause (b)(iv) shall be deemed to have elected to participate in the remarketing. Any Cash Consideration received by the Collateral Agent will be paid to the Company on the Stock Purchase Date in settlement of the Purchase Contract in accordance with the terms of this Agreement and the Pledge Agreement, and any Remarketingfunds received by the Collateral Agent in excess of the Purchase Price for the Common Stock to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Holder. (dc) In Upon the event that all or any portion maturity of the Pledged Treasury Securities underlying the Stripped Units and, in the event of a Special Event Redemption, the Pledged Treasury PIES matures before Consideration underlying the Normal Units, on the Stock Purchase Contract Settlement Date, Date the Collateral Agent shall invest remit to the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in Company an amount equal to the aggregate Purchase Price applicable to such Treasury PIES to satisfy in full such Holder's obligations to pay Units, as payment for the Purchase Price to purchase the shares of Common Stock under issuable upon settlement thereof without needing to receive any instructions from the related Purchase Contracts on the Purchase Contract Settlement DateHolders of such Units. In the event the sum payments in respect of the proceeds from the related Pledged Treasury Securities and or the investment earnings from Pledged Treasury Consideration underlying a Unit is in excess of the related investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts Contract being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to will distribute such excess, when received, excess to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with benefit of the Holder of such proceeds, on a pro rata basisUnit when received. (ed) Any distributions distribution to Holders of excess funds and interest pursuant to a Successful Remarketing or described in Section 5.04(b) and (dc) above shall be payable at the office of the Purchase Contract Agent in The City the Borough of Manhattan, New York maintained for that purpose City, or, if the Units do not remain in book-entry only form, at the option of the Holder, or the holder of Separated Senior Notes, as applicableCompany, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Register or by wire transfer to an the account specified maintained in the United States designated by written notice given ten Business Days prior to the Holder, or the holder of Separated Senior Notes, as applicableapplicable payment date by such Person. (fe) The Notwithstanding anything to the contrary herein or in the Pledge Agreement, subject to Section 3.02 of the Pledge Agreement, the obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the HoldersHolders (except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement) and in no event shall will Holders be liable for any deficiency between such payments and the Purchase Price. (gf) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES Unit unless the Company shall have (i) received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of forth or (ii) become entitled to exercise its rights as a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notessecured party under Section 5.04(b)(iii).

Payment of Purchase Price; Remarketing. (a) Unless a Special Event Redemption or Termination Event has occurred occurred, or a Holder of a Unit has settled the related underlying Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 5.09 or a Merger Early Settlement pursuant to Section 5.10, each Holder of a Normal Unit may pay in cash (“Cash Settlement”) the Purchase Price for the Common Stock to be purchased pursuant to a Purchase Contract if such Holder notifies the Purchase Contract Agent by surrender of the Normal Unit Certificate, if in certificated form, and delivery of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date. The Purchase Contract Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (i) A Holder of a Normal Unit who has so notified the Purchase Contract Agent of its intention to make a Cash Settlement is required to pay the Purchase Price to the Collateral Agent prior to 5:00 p.m., New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date in lawful money of the United States by certified or cashier’s check or wire transfer, in each case in immediately available funds payable to or upon the order of the Collateral Agent for deposit in the Collateral Account. Any cash received by the Collateral Agent will be paid to the Company on the Stock Purchase Date in settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with the terms of this Agreement and the Pledge Agreement, and any funds received by the Collateral Agent in excess of the Purchase Price for the Common Stock to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Holder. (ii) If a Holder of a Normal Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with paragraph (a)(i) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) below. If a Holder of a Normal Unit does notify the Purchase Contract Agent as provided in paragraph (a)(i) above of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) below. (i) Unless a Special Event Redemption has occurred, the Company and Lazard Group Finance shall engage, no later than 30 days prior to the Remarketing Date, a nationally recognized investment bank (the “Remarketing Agent”) pursuant to a Remarketing Agreement to be entered into among the Company, Lazard Group Finance and the Remarketing Agent (but providing for remarketing procedures substantially as set forth below) to sell the Notes of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in clause (iv) below, and holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 2 4.05(d) of the Pledge Agreement. The Company or the Purchase Contract Agent, at the Company’s request, shall notify (the “Remarketing Notice”), not later than 10:00 a.m. (New York City time) on the seventh Business Day immediately preceding the Remarketing Date, Holders of Normal Units, and holders of Separate Notes, of the remarketing to take place on the Remarketing Date, and if necessary, on the eighth Business Day immediately preceding the Stock Purchase Date, and if necessary, on the seventh Business Day immediately preceding the Stock Purchase Date, and if necessary, on the sixth Business Day immediately preceding the Stock Purchase Date, and if necessary, on the fifth Business Day immediately preceding the Stock Purchase Date, and if necessary, on the fourth Business Day immediately preceding the Stock Purchase Date, and if necessary, on the third Business Day immediately preceding the Stock Purchase Date (each such date other than the Remarketing Date a “Subsequent Remarketing Date”) (and if such Normal Units or Separate Notes are held in global form, the Company, or the Purchase Contract Agent, at the Company’s request, will cause the Clearing Agency to notify the Clearing Agency Participants of such remarketing by no later than the seventh Business Day preceding the Remarketing Date). The Remarketing Notice will include the amount of cash that must be delivered by the Holders of Normal Units that elect not to participate in the remarketing and the deadline for such delivery. The Purchase Contract Agent shall notify, by 10:00 a.m., New York City time, on the eleventh Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent and the Collateral Agent of the aggregate principal amount of Notes of Normal Unit Holders to be remarketed. On the eleventh Business Day preceding the Stock Purchase Date, no later than by 10:00 a.m., New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate principal amount of Separate Notes to be remarketed. Upon receipt of such notice from the Purchase Contract Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, and if necessary, on each Subsequent Remarketing Date, use its reasonable best efforts to sell such Notes on such dates at an aggregate price equal to 100.5% of the aggregate principal amount of such Notes. If the Remarketing Agent is able to remarket such Notes at a price equal to 100.5% of the aggregate principal amount of such Notes, the proceeds will be paid to the Collateral Agent, on behalf of the Company, in direct settlement of the obligations of the Holders under the related Purchase Contracts to purchase Common Stock of the Company. In the event of a successful remarketing pursuant to this Section 5.04, the Remarketing Agent will deduct as a remarketing fee an amount not exceeding 25 basis points (0.25%) of the Remarketing Agreement. Value of such Notes (bthe “Remarketing Fee”). The Remarketing Agent will remit (1) With respect to any Pledged Senior the Custodial Agent, for the benefit of the holders of Separate Notes which are subject that were remarketed, the portion of a Failed Remarketingthe proceeds from the remarketing attributable to such Separate Notes and (2) the remaining portion of the proceeds, less those proceeds paid to the Collateral Agent, for the benefit of the Company, and upon written direction used to pay the Company in direct settlement of the Holders’ obligations under the Purchase Contracts, to the Purchase Contract Agent for the benefit of the Holders of the Normal Units that were remarketed, all determined on a pro rata basis, in each case, on or prior to the third Business Day following the date on which the Notes were successfully remarketed. Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. (ii) If, in spite of using its reasonable best efforts, the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to 100.5% of the principal amount of the Notes included in the remarketing on the Remarketing Date, the Remarketing Agent will attempt to establish a Remarketing Rate meeting these requirements on each of the Subsequent Remarketing Dates. If, in spite of using its reasonable best efforts, the Remarketing Agent fails to remarket the Notes included in the remarketing at a price equal to 100.5% of the principal amount of the Notes included in the remarketing on or before 4:00 p.m., New York City time on the third Business Day immediately preceding the Stock Purchase Date, the remarketing will be deemed to have failed (the “Last Failed Remarketing”), and in this case, the Remarketing Agent will agree to advise the Collateral Agent in writing that it cannot remarket the Notes. The maturity date of the Notes will be the Stock Purchase Date in the event that the remarketing agent fails to remarket the Notes. The Collateral Agent, for the benefit of the Company may exercise its rights as a secured party with respect to such Notes, including those actions specified in clause (b)(iii) below; provided in that if upon the Pledge AgreementLast Failed Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to such Notes, any accumulated and unpaid interest on such Notes will become payable by Lazard Group Finance to the Purchase Contract Agent for payment to the Holders of the Normal Units to which such Notes relate. Such payment will be made by Lazard Group Finance on or prior to 2:00 p.m., New York City time, on the Stock Purchase Date. The Company will cause a notice of any failed remarketing and of the Last Failed Remarketing to be published before 9:00 a.m., New York City time, on the Business Day following each failed remarketing and the Last Failed Remarketing, as the case may be. The Company will also release this information by means of Bloomberg and Reuters newswire (or any successor or equivalent of such newswires). (iii) With respect to any Notes which constitute part of Normal Units which are subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph Section 5.04 (ce) below, may may, among other things permit the Company to, (iA) retain and cancel such Senior Notes or (B) cause the Notes to be sold, in either case, in full satisfaction of the Holders' ’ obligations under the related Purchase Contracts or (ii) sell such Senior Notes in one or more public or private salesContracts. (civ) A Holder of Corporate PIES Normal Units may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or remarketing and retain the Notes underlying such Units by notifying the Purchase Contract Agent of such election on or prior to 5:00 p.m. New York City time on the thirteenth Business Day immediately preceding the Stock Purchase Date and complying with delivering the procedures for creating Treasury PIES requisite amount of cash in lawful money of the United States by certified or cashier’s check or wire transfer, in each case, in immediately available funds, equal to the Purchase Price per Purchase Contract (the “Cash Consideration”) to the Purchase Contract Agent not later than 5:00 p.m. New York City time on the thirteenth Business Day prior to the Stock Purchase Date as set forth in the Remarketing Notice and following the procedures to exchange its Normal Units for Stripped Units (substituting references to Treasury Securities with references to Cash Consideration) as described in Section 3.13 until 5:00 p.m. (New York City time) on an “Opt-Out”). In such event, all references to the Treasury Securities or Pledged Treasury Securities herein, including for purposes of Sections 3.15 and 5.8, shall be deemed to include such Cash Consideration in addition to the Treasury Securities. Upon receipt thereof by the Purchase Contract Agent, the Purchase Contract Agent shall deliver such Cash Consideration to the Collateral Agent, which will for the benefit of the Company, thereupon apply such Cash Consideration to secure such Holder’s obligations under the Purchase Contracts. On the Business Day immediately preceding the first day of the three sequential remarketing dates of any Three-Day Remarketing Period, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes of such Holder to the Purchase Contract Agent and within three Business Days thereof, the Purchase Contract Agent shall distribute such Notes to the Holders thereof. A Holder that does not so create Treasury PIES by delivering deliver the Treasury Security requisite Cash Consideration or Treasury Securities does not so notify the Agent of its election not to participate in the remarketing pursuant to this paragraph and Section 3.13 clause (b)(iv) shall be deemed to have elected to participate in the remarketing. Any Cash Consideration received by the Collateral Agent will be paid to the Company on the Stock Purchase Date in settlement of the Purchase Contract in accordance with the terms of this Agreement and the Pledge Agreement, and any Remarketingfunds received by the Collateral Agent in excess of the Purchase Price for the Common Stock to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Holder. (dc) In Upon the event that all or any portion maturity of the Pledged Treasury Securities underlying the Stripped Units and, in the event of a Special Event Redemption, the Pledged Treasury PIES matures before Consideration underlying the Normal Units, on the Stock Purchase Contract Settlement Date, Date the Collateral Agent shall invest remit to the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in Company an amount equal to the aggregate Purchase Price applicable to such Treasury PIES to satisfy in full such Holder's obligations to pay Units, as payment for the Purchase Price to purchase the shares of Common Stock under issuable upon settlement thereof without needing to receive any instructions from the related Purchase Contracts on the Purchase Contract Settlement DateHolders of such Units. In the event the sum payments in respect of the proceeds from the related Pledged Treasury Securities and or the investment earnings from Pledged Treasury Consideration underlying a Unit is in excess of the related investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts Contract being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to will distribute such excess, when received, excess to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with benefit of the Holder of such proceeds, on a pro rata basisUnit when received. (ed) Any distributions distribution to Holders of excess funds and interest pursuant to a Successful Remarketing or described in Section 5.04(b) and (dc) above shall be payable at the office of the Purchase Contract Agent in The City the Borough of Manhattan, New York maintained for that purpose City, or, if the Units do not remain in book-entry only form, at the option of the Holder, or the holder of Separated Senior Notes, as applicableCompany, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Register or by wire transfer to an the account specified maintained in the United States designated by written notice given ten Business Days prior to the Holder, or the holder of Separated Senior Notes, as applicableapplicable payment date by such Person. (fe) The Notwithstanding anything to the contrary herein or in the Pledge Agreement, subject to Section 3.02 of the Pledge Agreement, the obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the HoldersHolders (except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement) and in no event shall will Holders be liable for any deficiency between such payments and the Purchase Price. (gf) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES Unit unless the Company shall have have (i) received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of forth or (ii) become entitled to exercise its rights as a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notessecured party under Section 5.04(b)(iii).

Payment of Purchase Price; Remarketing. (a) Unless a Tax Event Redemption, successful remarketing of the Notes pursuant to the provisions of this Section 5.4, Termination Event Event, Merger Early Settlement or Early Settlement has occurred occurred, each Holder of a Corporate Unit may pay in cash (“Cash Settlement”) the Purchase Price for the shares of Common Stock to be purchased pursuant to a Purchase Contract if such Holder notifies the Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made at or prior to 5:00 p.m., New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (i) A Holder of a Corporate Unit who has settled so notified the related Purchase Contract through Agent of its intention to make a Cash Settlement pursuant is required to Section 5.8pay the Purchase Price to the Collateral Agent prior to 11:00 a.m., an Early Settlement pursuant New York City time, on the Business Day immediately preceding the Stock Purchase Date in lawful money of the United States by certified or cashiers’ check or wire transfer, in each case in immediately available funds payable to Section 5.9 or a Merger Early Settlement pursuant upon the order of the Company. Any cash received by the Collateral Agent will be paid to Section 5.10, the Company on the Stock Purchase Date in settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 the terms of this Agreement and the Remarketing Pledge Agreement. (ii) If a Holder of a Corporate Unit fails to notify the Agent of its intention to make a Cash Settlement in accordance with paragraph (a)(i) above, such failure shall constitute an event of default and the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) With respect to any Pledged Senior Notes which are subject below. If a Holder of a Failed RemarketingCorporate Units does notify the Agent as provided in paragraph (a)(i) above of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, such failure shall also constitute an event of default; however, the Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Notes, including but not limited to those rights specified in subsection (b)(iii) below. (i) The Company has engaged (or any successor thereto, the “Remarketing Agent”) pursuant to the Remarketing Agreement to remarket the Notes of Holders of Corporate Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in clause (iv) below, and upon written direction holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 4.5(d) of the Pledge Agreement. On the seventh Business Day prior to the first day of a Remarketing Period, the Agent shall give Holders of Corporate Units and holders of Separate Notes notice of the remarketing in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be , including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) described in clause (iv) below, that must be delivered by Holders of Corporate Units that elect not to participate in the remarketing pursuant to clause (iv) below, no later than 10:00 a.m., New York City time, on the fourth Business Day preceding the first day of a Remarketing Period. The Company as provided in or the Agent, at the Company’s request, shall request not later than seven nor more than 15 calendar days prior to any Remarketing Period, that the Clearing Agency notify the Clearing Agency Participants of such Remarketing Period. The Agent shall notify, by 10:00 a.m., New York City time, on the third Business Day preceding the first day of a Remarketing Period, the Remarketing Agent and the Collateral Agent of the aggregate number of Notes of Corporate Unit Holders to be remarketed. On the third Business Day preceding the first day of a Remarketing Period, no later than by 10:00 a.m. New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. No later than 10:00 a.m., New York City time, on the Business Day immediately preceding the first day of a Remarketing Period, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all Notes to be remarketed. Upon receipt of such notice from the Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, use commercially reasonable best efforts to sell such Notes on such date at a price equal to at least [100. ]% of the Remarketing Value. The Remarketing Agent will use the proceeds from a successful remarketing to purchase the appropriate U.S. Treasury securities (the “Agent-purchased Treasury Consideration”) with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (i) and (ii) of the definition of Remarketing Value related to the Notes of Holders of Corporate Units that were remarketed. On or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date, the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Agent-purchased Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders’ obligations under the Purchase Contracts. In the event of a successful remarketing pursuant to this Section 5.4, the Remarketing Agent will deduct as a remarketing fee an amount not exceeding basis points (. %) of the total proceeds from the remarketing (the “Remarketing Fee”). The Remarketing Agent will remit (1) the portion of the proceeds from the remarketing attributable to the Separate Notes to the holders of Separate Notes that were remarketed and (2) the remaining portion of the proceeds, less those proceeds used to purchase the Agent-purchased Treasury Consideration, to the Holders of the Corporate Units that were remarketed, all determined on a pro rata basis, in each case, on or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date. Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. (ii) If, in spite of using commercially reasonable best efforts, the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to at least [100. ]% of the Remarketing Value on the Remarketing Date, the Remarketing Agent will use commercially reasonable best efforts to establish a Remarketing Rate meeting these requirements on each of the two immediately following Business Days. If the Remarketing Agent cannot establish a Remarketing Rate meeting these requirements on either of those days, it will use commercially reasonable efforts to establish such a Remarketing Rate on each of the three Business Days immediately preceding , 200 . If the Remarketing Agent cannot establish such a Remarketing Rate either on any of the two Business Days immediately following the Remarketing Date or on any of the three Business Days immediately preceding , 200 , the remarketing in each such period will be deemed to have failed (each, a “Failed Remarketing”). If the Remarketing Agent cannot establish such a Remarketing Rate on any of the three Business Days immediately preceding , 200 , the Remarketing Agent will further attempt to establish such a Remarketing Rate on the third Business Day immediately preceding the Stock Purchase Date. If, in spite of using commercially reasonable best efforts, the Remarketing Agent fails to remarket the Notes underlying the Corporate Units at a price equal to at least [100. ]% of the Remarketing Value in accordance with the terms of the Pledge Agreement by 4:00 p.m., New York City time, on the third Business Day immediately preceding the Stock Purchase Date, the “Last Failed Remarketing” will be deemed to have occurred. Within three Business Days following the date of a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Remarketing Agent shall return any Notes delivered to it to the Collateral Agent and the Custodial Agent, as applicable. The Collateral Agent, for the benefit of the Company, may exercise its rights as a secured party with respect to such Notes, including those actions specified in subsection (b)(iii) below; provided, that if upon the Last Failed Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to such Notes, any accumulated and unpaid interest on such Notes will become payable by the Company to the Agent for payment to the Holder of the Corporate Units to which such Notes relate. Such payment will be made by the Company on or prior to 11:00 a.m., New York City time, on the Stock Purchase Date in lawful money of the United States by certified or cashier’s check or wire transfer in immediately available funds payable to or upon the order of the Agent. The Company will cause a notice of any Failed Remarketing and of the Last Failed Remarketing to be published on the fourth Business Day following each Failed Remarketing and the Last Failed Remarketing, as the case may be, in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal. The Company will also release this information by means of Bloomberg and Reuters newswire. (iii) With respect to any Notes which constitute part of Corporate Units which are subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph (cSection 5.4(e) below, may (i) may, among other things, retain such Senior Notes in full satisfaction of the Holders' ’ obligations under the related Purchase Contracts or (ii) sell such Senior Notes in one or more public or private salessales or otherwise. (civ) A Holder of Corporate PIES Units may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or remarketing and retain the Notes underlying such Units by notifying the Purchase Contract Agent of such election and complying with delivering the procedures for creating specific U.S. Treasury PIES set forth security or securities (including the CUSIP number and/or the principal terms of such security or securities) identified by the Agent that constitute the U.S. Treasury securities described in Section 3.13 until 5:00 p.m. clauses (i) and (ii) of the definition of Remarketing Value relating to the retained Notes (as if only such Notes were being remarketed) (the “Opt-out Treasury Consideration”) to the Agent not later than 10:00 a.m., New York City time) , on the fourth Business Day prior to the first day of a Remarketing Period. Upon receipt thereof by the Agent, the Agent shall deliver such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder’s obligations under the Purchase Contracts. On the first Business Day immediately preceding the first day of a Remarketing Period, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes of such Holder to the Agent. Within three sequential remarketing dates Business Days following the last day of any Three-Day a Remarketing Period, (A) if the remarketing was successful, the Agent shall distribute such Notes to the Holders thereof, and (B) if there was a Failed Remarketing, the Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Notes to secure such Holders’ obligations under the Purchase Contract and return the Opt-out Treasury Consideration delivered by such Holders to such Holders. A Holder that does not so create deliver the Opt-out Treasury PIES by delivering Consideration or does not so notify the Treasury Security or Treasury Securities Agent of its election to not participate in the remarketing pursuant to this paragraph and Section 3.13 clause (iv) shall be deemed to have elected to participate in any Remarketingthe remarketing. (dc) In Upon the event that all or any portion maturity of the Pledged Treasury Securities of underlying the Treasury PIES matures before Units and the Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying the Corporate Units, on the Stock Purchase Contract Settlement Date, the Collateral Agent shall invest remit to the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in Company an amount equal to the aggregate Purchase Price applicable to such Treasury PIES to satisfy in full such Holder's obligations to pay Units, as payment for the Purchase Price to purchase the shares of Common Stock under issuable upon settlement thereof without receiving any instructions from the related Purchase Contracts on the Purchase Contract Settlement DateHolders of such Units. In the event the sum payments in respect of the proceeds from the related Pledged Treasury Securities and Securities, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the investment earnings from Treasury Portfolio underlying a Unit is in excess of the related investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts Contract being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to will distribute such excess, excess to the Agent for the benefit of the Holder of such Unit 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. (ed) Any distributions distribution to Holders of excess funds and interest pursuant to a Successful Remarketing or described in Section 5.4 (db) and (c) above shall be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose Corporate Trust Office or, at the option of the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer to an account appropriately specified by the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable. (fe) The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders, Holders and in no event shall will Holders be liable for any deficiency between such payments proceeds and the Purchase Price. (gf) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES Unit unless the Company shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notes.

Payment of Purchase Price; Remarketing. (a) The Company will notify, not later than seven nor more than 15 calendar days prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, Holders of New PEPS Units and Treasury Units of the remarketing to take place 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 (and, if such New PEPS Units or Treasury Units are held in global form by DTC, the Company will cause DTC to notify its participants). (i) Unless a Termination Event has occurred or a Holder has settled the related Purchase Contract through of a Cash Settlement pursuant to Section 5.8, New PEPS Unit effects an Early Settlement pursuant of the underlying Purchase Contract in the manner described in Section 5.08, each Holder who intends to Section 5.9 or a Merger Early Settlement pursuant pay in cash to Section 5.10, the settlement of satisfy such Holder's obligations under the Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 of the Remarketing Agreement. (b) With respect to any Pledged Senior Notes which are subject of a Failed Remarketing, the Collateral Agent, for the benefit of the Company, and upon written direction of the Company as provided in the Pledge Agreement, reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph (c) below, may (i) retain such Senior Notes in full satisfaction of the Holders' obligations under the related Purchase Contracts or (ii) sell such Senior Notes in one or more public or private sales. (c) A Holder of Corporate PIES may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or by notifying shall notify the Purchase Contract Agent by use of such election and complying with a notice in substantially the procedures for creating Treasury PIES set forth in Section 3.13 until 5:00 p.m. (New York City time) on the Business Day immediately preceding the first form of the three sequential remarketing dates Exhibit E hereto of any Three-Day Remarketing Period. A Holder that does not so create Treasury PIES by delivering the Treasury Security or Treasury Securities pursuant to this paragraph and Section 3.13 shall be deemed to have elected to participate in any Remarketing. (d) In the event that all or any portion of the Pledged Treasury Securities of Treasury PIES matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the 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 his intention to pay in cash ("CASH SETTLEMENT") 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. (e) Any distributions to Holders of excess funds and interest pursuant to a Successful Remarketing or described in (d) above shall be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose or, at the option of the Holder, or the holder of Separated Senior Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer to an account specified by the Holder, or the holder of Separated Senior Notes, as applicable. (f) The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event shall Holders be liable for any deficiency between such payments and the Purchase Price. (g) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES unless the Company shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder pursuant to the related Purchase Contract. Such notice shall be given prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date. Prior to 11:00 a.m. (New York City time) on the next succeeding Business Day, the Purchase Contract Agent shall notify the Collateral Agent and the Indenture Trustee of the receipt of such notices from Holders intending to make a Cash Settlement. (ii) A Holder of a New PEPS Unit who has so notified the Purchase Contract Agent of his intention to effect a Cash Settlement in accordance with paragraph 5.03(b)(i) above shall pay the Purchase Price to the Securities Intermediary for deposit in the Collateral Account prior to 11:00 a.m. (New York City time) on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, in lawful money of the United States by certified or cashiers' check or wire transfer, in each case in immediately available funds payable to or upon the order of the Securities Intermediary. Any cash received by the Collateral Agent shall be invested promptly by the Securities Intermediary in Permitted Investments and paid to the Company on the Purchase Contract Settlement Date in settlement of the Purchase Contracts in accordance with the terms of this Agreement and the Pledge Agreement. Any funds received by the Securities Intermediary in respect of the investment earnings from such Permitted Investments in excess of the Purchase Price for the shares of Common Stock to be purchased by such Holder in shall be distributed to the manner herein set forth, which payment, in Purchase Contract Agent when received for payment to the case of Corporate PIES upon the occurrence Holder. (iii) If a Holder of a Failed RemarketingNew PEPS Unit fails to notify the Purchase Contract Agent of his intention to make a Cash Settlement in accordance with paragraph 5.03(b)(i) above, or has notified the Purchase Contract Agent but fails to pay the Purchase Price to the Securities Intermediary in accordance with paragraph 5.03(b)(ii) above, such Holder shall occur by be deemed to have consented to the resale disposition of the Pledged Senior Notes or foreclosure on and retention pursuant to the Remarketing as described in paragraph 5.03(c) below. (c) The Notes of such Pledged Senior Notes.New PEPS Unit Holders who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement as provided in paragraph

Payment of Purchase Price; Remarketing. (a) Unless a Tax Event Redemption, successful remarketing of the Notes pursuant to the provisions of this Section 5.4, Termination Event Event, Merger Early Settlement or Early Settlement has occurred occurred, each Holder of a Normal Unit may pay in cash (“Cash Settlement”) the Purchase Price for the shares of Common Stock to be purchased pursuant to a Purchase Contract if such Holder notifies the Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made at or prior to 5:00 p.m., New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (i) A Holder of a Normal Unit who has settled so notified the related Purchase Contract through Agent of its intention to make a Cash Settlement pursuant is required to Section 5.8pay the Purchase Price to the Collateral Agent prior to 11:00 a.m., an Early Settlement pursuant New York City time, on the Business Day immediately preceding the Stock Purchase Date in lawful money of the United States by certified or cashiers’ check or wire transfer, in each case in immediately available funds payable to Section 5.9 or a Merger Early Settlement pursuant upon the order of the Company. Any cash received by the Collateral Agent will be paid to Section 5.10, the Company on the Stock Purchase Date in settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 the terms of this Agreement and the Remarketing Pledge Agreement. (ii) If a Holder of a Normal Unit fails to notify the Agent of its intention to make a Cash Settlement in accordance with paragraph (a)(i) above, such failure shall constitute an event of default and the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) With respect to any Pledged Senior Notes which are subject below. If a Holder of a Failed RemarketingNormal Units does notify the Agent as provided in paragraph (a)(i) above of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, such failure shall also constitute an event of default; however, the Notes of such a Holder will not be remarketed but instead the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Notes, including but not limited to those rights specified in subsection (b)(iii) below. (i) The Company has engaged (or any successor thereto, the “Remarketing Agent”) pursuant to the Remarketing Agreement to remarket the Notes of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in clause (iv) below, and upon written direction holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 4.5(d) of the Pledge Agreement. On the seventh Business Day prior to the first day of a Remarketing Period, the Agent shall give Holders of Normal Units and holders of Separate Notes notice of the remarketing in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal, including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) described in clause (iv) below, that must be delivered by Holders of Normal Units that elect not to participate in the remarketing pursuant to clause (iv) below, no later than 10:00 a.m., New York City time, on the fourth Business Day preceding the first day of a Remarketing Period. The Company as provided in or the Agent, at the Company’s request, shall request not later than seven nor more than 15 calendar days prior to any Remarketing Period, that the Clearing Agency notify the Clearing Agency Participants of such Remarketing Period. The Agent shall notify, by 10:00 a.m., New York City time, on the third Business Day preceding the first day of a Remarketing Period, the Remarketing Agent and the Collateral Agent of the aggregate number of Notes of Normal Unit Holders to be remarketed. On the third Business Day preceding the first day of a Remarketing Period, no later than by 10:00 a.m. New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. No later than 10:00 a.m., New York City time, on the Business Day immediately preceding the first day of a Remarketing Period, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all Notes to be remarketed. Upon receipt of such notice from the Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, use commercially reasonable best efforts to sell such Notes on such date at a price equal to at least 100. % of the Remarketing Value. The Remarketing Agent will use the proceeds from a successful remarketing to purchase the appropriate U.S. Treasury securities (the “Agent-purchased Treasury Consideration”) with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (i) and (ii) of the definition of Remarketing Value related to the Notes of Holders of Normal Units that were remarketed. On or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date, the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Agent, which shall thereupon deliver such Agent-purchased Treasury Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Agent- purchased Treasury Consideration, in accordance with the Pledge Agreement, to secure such Holders’ obligations under the Purchase Contracts. In the event of a successful remarketing pursuant to this Section 5.4, the Remarketing Agent will deduct as a remarketing fee an amount not exceeding basis points (. %) of the total proceeds from the remarketing (the “Remarketing Fee”). The Remarketing Agent will remit (1) the portion of the proceeds from the remarketing attributable to the Separate Notes to the holders of Separate Notes that were remarketed and (2) the remaining portion of the proceeds, less those proceeds used to purchase the Agent-purchased Treasury Consideration, to the Holders of the Normal Units that were remarketed, all determined on a pro rata basis, in each case, on or prior to the third Business Day following the Remarketing Date or any Subsequent Remarketing Date. Holders whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. (i) If, in spite of using commercially reasonable best efforts, the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to at least 100. % of the Remarketing Value on the Remarketing Date, the Remarketing Agent will use commercially reasonable best efforts to establish a Remarketing Rate meeting these requirements on each of the two immediately following Business Days. If the Remarketing Agent cannot establish a Remarketing Rate meeting these requirements on either of those days, it will use commercially reasonable efforts to establish such a Remarketing Rate on each of the three Business Days immediately preceding . If the Remarketing Agent cannot establish such a Remarketing Rate either on any of the two Business Days immediately following the Remarketing Date or on any of the three Business Days immediately preceding , the remarketing in each such period will be deemed to have failed (each, a “Failed Remarketing”). If the Remarketing Agent cannot establish such a Remarketing Rate on any of the three Business Days immediately preceding , the Remarketing Agent will further attempt to establish such a Remarketing Rate on the third Business Day immediately preceding the Stock Purchase Date. If, in spite of using commercially reasonable best efforts, the Remarketing Agent fails to remarket the Notes underlying the Normal Units at a price equal to at least 100. % of the Remarketing Value in accordance with the terms of the Pledge Agreement by 4:00 p.m., New York City time, on the third Business Day immediately preceding the Stock Purchase Date, the “Last Failed Remarketing” will be deemed to have occurred. Within three Business Days following the date of a Failed Remarketing or the Last Failed Remarketing, as the case may be, the Remarketing Agent shall return any Notes delivered to it to the Collateral Agent and the Custodial Agent, as applicable. The Collateral Agent, for the benefit of the Company, may exercise its rights as a secured party with respect to such Notes, including those actions specified in subsection (b)(iii) below; provided, that if upon the Last Failed Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to such Notes, any accumulated and unpaid interest on such Notes will become payable by the Company to the Agent for payment to the Holder of the Normal Units to which such Notes relate. Such payment will be made by the Company on or prior to 11:00 a.m., New York City time, on the Stock Purchase Date in lawful money of the United States by certified or cashier’s check or wire transfer in immediately available funds payable to or upon the order of the Agent. The Company will cause a notice of any Failed Remarketing and of the Last Failed Remarketing to be published on the fourth Business Day following each Failed Remarketing and the Last Failed Remarketing, as the case may be, in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal. The Company will also release this information by means of Bloomberg and Reuters newswire. (iii) With respect to any Notes which constitute part of Normal Units which are subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph (cSection 5.4(e) below, may (i) may, among other things, retain such Senior Notes in full satisfaction of the Holders' ’ obligations under the related Purchase Contracts or (ii) sell such Senior Notes in one or more public or private salessales or otherwise. (civ) A Holder of Corporate PIES Normal Units may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or remarketing and retain the Notes underlying such Units by notifying the Purchase Contract Agent of such election and complying with delivering the procedures for creating specific U.S. Treasury PIES set forth security or securities (including the CUSIP number and/or the principal terms of such security or securities) identified by the Agent that constitute the U.S. Treasury securities described in Section 3.13 until 5:00 p.m. clauses (i) and (ii) of the definition of Remarketing Value relating to the retained Notes (as if only such Notes were being remarketed) (the “Opt-out Treasury Consideration”) to the Agent not later than 10:00 a.m., New York City time) , on the fourth Business Day prior to the first day of a Remarketing Period. Upon receipt thereof by the Agent, the Agent shall deliver such Opt-out Treasury Consideration to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Opt-out Treasury Consideration to secure such Holder’s obligations under the Purchase Contracts. On the first Business Day immediately preceding the first day of a Remarketing Period, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes of such Holder to the Agent. Within three sequential remarketing dates Business Days following the last day of any Three-Day a Remarketing Period, (A) if the remarketing was successful, the Agent shall distribute such Notes to the Holders thereof, and (B) if there was a Failed Remarketing, the Agent will deliver such Notes to the Collateral Agent, which will, for the benefit of the Company, thereupon apply such Notes to secure such Holders’ obligations under the Purchase Contract and return the Opt-out Treasury Consideration delivered by such Holders to such Holders. A Holder that does not so create deliver the Opt-out Treasury PIES by delivering Consideration or does not so notify the Treasury Security or Treasury Securities Agent of its election to not participate in the remarketing pursuant to this paragraph and Section 3.13 clause (iv) shall be deemed to have elected to participate in any Remarketingthe remarketing. (dc) In Upon the event that all or any portion maturity of the Pledged Treasury Securities of underlying the Stripped Units and the Pledged Treasury PIES matures before Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, underlying the Normal Units, on the Stock Purchase Contract Settlement Date, the Collateral Agent shall invest remit to the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in Company an amount equal to the aggregate Purchase Price applicable to such Treasury PIES to satisfy in full such Holder's obligations to pay Units, as payment for the Purchase Price to purchase the shares of Common Stock under issuable upon settlement thereof without receiving any instructions from the related Purchase Contracts on the Purchase Contract Settlement DateHolders of such Units. In the event the sum payments in respect of the proceeds from the related Pledged Treasury Securities and Securities, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the investment earnings from Treasury Portfolio underlying a Unit is in excess of the related investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts Contract being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to will distribute such excess, excess to the Agent for the benefit of the Holder of such Unit 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. (ed) Any distributions distribution to Holders of excess funds and interest pursuant to a Successful Remarketing or described in Section 5.4 (db) and (c) above shall be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose Corporate Trust Office or, at the option of the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable, by check mailed to the address of the Person entitled thereto at such address as it appears on the Register or by wire transfer to an account appropriately specified by the Holder, Holder or the holder of Separated Senior Separate Notes, as applicable. (fe) The obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders, Holders and in no event shall will Holders be liable for any deficiency between such payments proceeds and the Purchase Price. (gf) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES Unit unless the Company shall have received payment in full of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notes.

Payment of Purchase Price; Remarketing. (a) Unless a Special Event Redemption or Termination Event has occurred occurred, or a Holder of a Unit has settled the related underlying Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 or a Merger Fundamental Change Early Settlement pursuant to Section 5.105.6(b)(ii), each Holder of a Normal Unit may pay in cash (“Cash Settlement”) the Purchase Price for the Ordinary Shares to be purchased pursuant to a Purchase Contract if such Holder notifies the Purchase Contract Agent by surrender of the Normal Unit Certificate, if in certificated form, and delivery of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date. The Purchase Contract Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement. (i) A Holder of a Normal Unit who has so notified the Purchase Contract Agent of its intention to make a Cash Settlement is required to pay the Purchase Price to the Collateral Agent prior to 5:00 p.m., New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date in lawful money of the United States by certified or cashier's check or wire transfer, in each case in immediately available funds payable to or upon the order of the Collateral Agent for deposit in the Collateral Account. Any cash received by the Collateral Agent will be paid to the Company on the Stock Purchase Date in settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 the terms of this Agreement and the Pledge Agreement, and any funds received by the Collateral Agent in excess of the Remarketing AgreementPurchase Price for the Ordinary Shares to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Holder. (ii) If a Holder of a Normal Unit fails to notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with paragraph (a)(i) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) With below. If a Holder of a Normal Unit does notify the Purchase Contract Agent as provided in paragraph (a)(i) above of its intention to pay the Purchase Price in cash, but fails to make such payment as required by paragraph (a)(i) above, the Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the remarketing as described in paragraph (b) below. (i) Unless a Special Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (the “Remarketing Agent”) pursuant to a Remarketing Agreement to be entered into between the Company and the Remarketing Agent, but providing for remarketing procedures substantially as set forth below to sell the Notes of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in clause (iv) below, and holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 4.5(d) of the Pledge Agreement and Section 2.20 of the Fifth Supplemental Indenture. The Company or the Purchase Contract Agent, at the Company's request, shall notify (the “Remarketing Notice”), not later than 10:00 a.m. (New York City time) on the seventh Business Day immediately preceding the Remarketing Date, Holders of Normal Units, and holders of Separate Notes, of the remarketing to take place on the Remarketing Date, and if necessary, on the eighth Business Day immediately preceding the Stock Purchase Date, and if necessary, on the seventh Business Day immediately preceding the Stock Purchase Date, and if necessary, on the sixth Business Day immediately preceding the Stock Purchase Date, and if necessary, on the fifth Business Day immediately preceding the Stock Purchase Date, and if necessary, on the fourth Business Day immediately preceding the Stock Purchase Date, and if necessary, on the third Business Day immediately preceding the Stock Purchase Date (each such date other than the Remarketing Date a “Subsequent Remarketing Date”) (and if such Normal Units or Separate Notes are held in global form, the Company, or the Purchase Contract Agent, at the Company's request, will cause the Clearing Agency to notify the Clearing Agency Participants of such remarketing by no later than the seventh Business Day preceding the Remarketing Date). The Remarketing Notice will include the amount of cash that must be delivered by the Holders of Normal Units that elect not to participate in the remarketing and the deadline for such delivery, as well as information with respect to any Pledged Senior the exercise of the Put Right (as defined in the Fifth Supplemental Indenture). The Purchase Contract Agent shall notify, by 10:00 a.m., New York City time, on the eleventh Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent and the Collateral Agent of the aggregate principal amount of Notes which are subject of Normal Unit Holders to be remarketed. On the eleventh Business Day preceding the Stock Purchase Date, no later than by 10:00 a.m., New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate principal amount of Separate Notes to be remarketed. No later than 10:00 a.m., New York City time, on the tenth Business Day immediately preceding the Stock Purchase Date, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent all Notes to be remarketed. Upon receipt of such notice from the Purchase Contract Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, and if necessary, on each Subsequent Remarketing Date, use its reasonable best efforts to sell such Notes on such dates at an aggregate price equal to 100% of the aggregate principal amount of such Notes. If the Remarketing Agent is able to remarket such Notes at a Failed Remarketingprice equal to 100% of the aggregate principal amount of such Notes, the proceeds will be paid to the Collateral Agent, on behalf of the Company, in direct settlement of the obligations of the Holders under the related Purchase Contracts to purchase Ordinary Shares of the Company. The Remarketing Agent will remit (1) to the Custodial Agent, for the benefit of the holders of Separate Notes that were remarketed, the portion of the proceeds from the remarketing attributable to such Separate Notes and (2) the remaining portion of the proceeds, less those proceeds paid to the Collateral Agent, for the benefit of the Company, and upon written direction used to pay the Company in direct settlement of the Holders' obligations under the Purchase Contracts, to the Purchase Contract Agent for the benefit of the Holders of the Normal Units that were remarketed, all determined on a pro rata basis, in each case, on or prior to the third Business Day following the date on which the Notes were successfully remarketed. None of the Purchase Contract Agent, any Holders of Normal Units or Holders of Separate Notes whose Notes are so remarketed will be responsible for the payment of any remarketing fee (the “Remarketing Fee”) in connection therewith. The Company shall be solely responsible for the payment of the Remarketing Fee in accordance with the terms of the Remarketing Agreement. (ii) If, in spite of using its reasonable best efforts, the Remarketing Agent cannot remarket the Notes included in the remarketing at a price equal to 100% of the principal amount of the Notes included in the remarketing on the Remarketing Date, the Remarketing Agent will attempt to establish a Remarketing Rate meeting these requirements on each of the Subsequent Remarketing Dates. If, in spite of using its reasonable best efforts, the Remarketing Agent fails to remarket the Notes included in the remarketing at a price equal to 100% of the principal amount of the Notes included in the remarketing on or before 4:00 p.m., New York City time on the third Business Day immediately preceding the Stock Purchase Date, the remarketing will be deemed to have failed (the “Last Failed Remarketing”), and in this case, the Remarketing Agent will agree to advise the Collateral Agent in writing that it cannot remarket the Notes. Within three Business Days following the date of the Last Failed Remarketing, the Remarketing Agent shall return any Notes delivered to it to the Collateral Agent and the Custodial Agent, as applicable. The Collateral Agent, for the benefit of the Company may exercise its rights as a secured party with respect to such Notes, including those actions specified in (b) (iii) below; provided that if upon the Last Failed Remarketing, the Collateral Agent exercises such rights for the benefit of the Company with respect to such Notes, any accumulated and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders of the Normal Units to which such Notes relate. Such payment will be made by the Company on or prior to 2:00 p.m., New York City time, on the Stock Purchase Date in lawful money of the Pledge AgreementUnited States by certified or cashier's check or wire transfer in immediately available funds payable to or upon the order of the Purchase Contract Agent. The Company will cause a notice of any failed remarketing and of the Last Failed Remarketing to be published before 9:00 a.m., New York City time, on the Business Day following each failed remarketing and the Last Failed Remarketing, as the case may be. The Company will also release this information by means of Bloomberg and Reuters newswire (or any successor or equivalent of such newswires). (iii) With respect to any Notes which constitute part of Normal Units which are subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph (cSection 5.4(e) below, may may, among other things permit the Company to, (iA) retain and cancel such Senior Notes or (B) cause the Notes to be sold, in either case, in full satisfaction of the Holders' obligations under the related Purchase Contracts or (ii) sell such Senior Notes in one or more public or private salesContracts. (civ) A Holder of Corporate PIES Normal Units may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or remarketing and retain the Notes underlying such Units by notifying the Purchase Contract Agent of such election and complying with delivering the procedures for creating Treasury PIES requisite amount of cash in lawful money of the United States by certified or cashier's check or wire transfer, in each case, in immediately available funds, equal to the Purchase Price per Purchase Contract (the “Cash Consideration”) to the Purchase Contract Agent not later than 5:00 p.m. New York City time on the thirteenth Business Day prior to the Stock Purchase Date as set forth in the Remarketing Notice and following the procedures to exchange its Normal Units for Stripped Units (substituting references to Treasury Securities with references to Cash Consideration) as described in Section 3.13 until 5:00 p.m. (New York City time) on an “Opt-Out”). In such event, all references to the Treasury Securities or Pledged Treasury Securities herein, including for purposes of Section 3.15 and Section 5.8, shall be deemed to include such Cash Consideration in addition to the Treasury Securities. Upon receipt thereof by the Purchase Contract Agent, the Purchase Contract Agent shall deliver such Cash Consideration to the Collateral Agent, which will for the benefit of the Company, thereupon apply such Cash Consideration to secure such Holder's obligations under the Purchase Contracts. On the Business Day immediately preceding the first day of the three sequential remarketing dates of any Three-Day Remarketing Period, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Notes of such Holder to the Purchase Contract Agent and within three Business Days thereof, the Purchase Contract Agent shall distribute such Notes to the Holders thereof. A Holder that does not so create Treasury PIES by delivering deliver the Treasury Security requisite Cash Consideration or Treasury Securities does not so notify the Agent of its election not to participate in the remarketing pursuant to this paragraph and Section 3.13 clause (iv) shall be deemed to have elected to participate in the remarketing. Any Cash Consideration received by the Collateral Agent will be paid to the Company on the Stock Purchase Date in settlement of the Purchase Contract in accordance with the terms of this Agreement and the Pledge Agreement, and any Remarketingfunds received by the Collateral Agent in excess of the Purchase Price for the Ordinary Shares to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Holder. (dc) In Upon the event that all or any portion maturity of the Pledged Treasury Securities underlying the Stripped Units and, in the event of a Special Event Redemption, the Pledged Treasury PIES matures before Consideration underlying the Normal Units, on the Stock Purchase Contract Settlement Date, Date the Collateral Agent shall invest remit to the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in Company an amount equal to the aggregate Purchase Price applicable to such Treasury PIES Units, as payment for the Ordinary Shares issuable upon settlement thereof without needing to satisfy in full receive any instructions from the Holders of 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 DateUnits. In the event the sum payments in respect of the proceeds from the related Pledged Treasury Securities and or the investment earnings from Pledged Treasury Consideration underlying a Unit is in excess of the related investment in Permitted Investments exceeds the aggregate Purchase Price of the Purchase Contracts Contract being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to will distribute such excess, when received, excess to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with benefit of the Holder of such proceeds, on a pro rata basisUnit when received. (ed) Any distributions distribution to Holders of excess funds and interest pursuant to a Successful Remarketing or described in (dSection 5.4(b) and Section 5.4(c) above shall be payable at the office of the Purchase Contract Agent in The City the Borough of Manhattan, New York maintained for that purpose City, or, if the Units do not remain in book-entry only form, at the option of the Holder, or the holder of Separated Senior Notes, as applicableCompany, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Register or by wire transfer to an the account specified maintained in the United States designated by written notice given ten Business Days prior to the Holder, or the holder of Separated Senior Notes, as applicableapplicable payment date by such Person. (fe) The Notwithstanding anything to the contrary herein or in the Pledge Agreement, subject to Section 3.2 of the Pledge Agreement, the obligations of each Holder to pay the Purchase Price are non-recourse obligations and except to the extent paid by Cash Settlement, Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the HoldersHolders (except to the extent paid by Cash Settlement, Early Settlement or Fundamental Change Early Settlement) and in no event shall will Holders be liable for any deficiency between such payments and the Purchase Price. (gf) Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Common Stock Ordinary Shares in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related PIES Unit unless the Company shall have (i) received payment in full of the aggregate Purchase Price for the shares of Common Stock Ordinary Shares to be purchased thereunder by such Holder in the manner herein set forth, which payment, in the case of Corporate PIES upon the occurrence of forth or (ii) become entitled to exercise its rights as a Failed Remarketing, shall occur by the resale of Pledged Senior Notes or foreclosure on and retention of such Pledged Senior Notessecured party under Section 5.4(b)(iii) .