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

Payment of Purchase Price; Remarketing. (a) Unless a Termination Event or a Tax Event Redemption has occurred or a Holder has settled the related Purchase Contract through a Cash Settlement pursuant to Section 5.9 or an Early Settlement pursuant to Section 5.9, the settlement of the Purchase Contract relating to a Security will be made by Remarketing in accordance with this Section 5.4. (b) The Company shall engage Xxxxxxx Xxxxx Barney Inc., or another nationally recognized investment bank, to act as Remarketing Agent (the "Remarketing Agent") pursuant to the Remarketing Agreement to remarket (1) the Pledged Senior Notes comprising part of Corporate Units, other than those Pledged Senior Notes of Holders that have elected not to participate in the Remarketing by creating Treasury Units pursuant to Section 5.4(f) below, and (2) the Separated Senior Notes of holders of Separated Senior Notes that have elected to participate in the Remarketing pursuant to paragraph 106 of the Supplemental Indenture and Section 5.7 of the Pledge Agreement (the Senior Notes described in clauses (1) and (2) collectively being referred to as the "Remarketing Senior Notes") pursuant to the Remarketing Procedures. On the seventh Business Day prior to the Initial Remarketing Date, the Company shall give notice of Remarketing in an Authorized Newspaper, 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 Corporate Units that elect not to participate in the Remarketing pursuant to Section 5.4(f) below, no later than 5:00 p.m. (New York City time) on the Election Date. Not later than 15 calendar days nor more than 30 calendar days prior to the Initial Remarketing Date, the Company shall request DTC (or any successor Clearing Agency), to notify its Beneficial Owners or Clearing Agency Participants holding Corporate Units or Separate Senior Notes of the impending Remarketing. The Purchase Contract Agent shall notify, by 11:00 a.m. (New York City time), on the Business Day immediately preceding the Initial Remarketing Date, the Remarketing Agent, the Collateral Agent, the Trustee and the Company, by use of a notice substantially in the form of Exhibit G hereto, of the aggregate principal amount of Pledged Senior Notes of Corporate Units Holders to be remarketed on the Initial Remarketing Date or Subsequent Remarketing Date, as applicable, and the Collateral Agent, pursuant to the Pledge Agreement, having separately notified the Remarketing Agent, the Trustee and the Company of the aggregate principal amount of Separated Senior Notes to be included on the Initial Remarketing Date or Subsequent Remarketing Date, as applicable, by 11:00 a.m. (New York City time), on the Business Day immediately preceding the Initial Remarketing Date, shall concurrently therewith, pursuant to the Pledge Agreement, deliver for Remarketing to the Remarketing Agent all Remarketing Senior Notes. Upon receipt of such notice from the Purchase Contract Agent and the Collateral Agent and such Remarketing Senior Notes from the Collateral Agent, the Remarketing Agent, pursuant to the Remarketing Agreement, will, use its commercially reasonable efforts to remarket such Remarketing Senior Notes on such date pursuant to the Remarketing Procedures and the Remarketing Agreement. If there has been a Successful Initial Remarketing or a Successful Subsequent Remarketing, the Remarketing Agent will on the Remarketing Settlement Date (i) deduct and retain for itself as the remarketing fee for itself an amount not exceeding 25 basis points (0.25%) of the principal amount of each remarketed Remarketing Senior Note (the "Remarketing Fee"), (ii) use the remaining proceeds attributable to the Pledged Senior Notes from such Successful Remarketing to purchase the appropriate U.S. Treasury securities (the "Treasury Portfolio" and the related interest in the Treasury Portfolio applicable to a Corporate Unit, the "Treasury Portfolio Interest") with the CUSIP numbers, if any, selected by Remarketing Agent, described in clauses (1)(i) and (2)(i) of the definition of Remarketing Value related to the Senior Notes of Holders of Corporate Units that were remarketed, (iii) if any Separated Senior Notes were remarketed, remit to the Collateral Agent for payment to the holders of such Separated Senior Notes the amounts specified in clauses 1(ii) and 2(ii) of the definition of Remarketing Value and (iv) if there then remain any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) through (iii) above of this sentence, then remit any such remaining proceeds to the Purchase Contract Agent for the benefit of holders of the remarketed Senior Notes and to the Collateral Agent for the benefit of the holders of such Separated Senior Notes, on a pro rata basis, provided, however, that if such Successful Remarketing is consummated after 4:30 p.m. (New York City time) on the Remarketing Date and, despite using its commercially reasonable efforts, the Remarketing Agent cannot cause the applications of the proceeds specified above to occur on the Remarketing Settlement Date, then the Remarketing Agent may make such applications and remittances on the next succeeding Business Day. Holders of Remarketing Senior Notes that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. On the Remarketing Settlement Date or the next succeeding Business Day, as applicable, the Remarketing Agent shall deliver the Treasury Portfolio to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Treasury Portfolio, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts. In the event that all or any portion of the Pledged Treasury Portfolio Interest matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. The Collateral Agent shall cause the Securities Intermediary to remit, on the Purchase Contract Settlement Date, a portion of the proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in each case, in an amount equal to the Treasury Portfolio Return to the Purchase Contract Agent for the benefit of the Holders of the related Corporate Units when received. Without receiving any instruction from any such Holder of Corporate Units, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments in an aggregate amount equal to the aggregate Purchase Price applicable to such Corporate Units to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the proceeds from the related Pledged Treasury Portfolio Interest and the investment earnings from the related investment in Permitted Investments exceeds the sum of the related Treasury Portfolio Return and the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such proceeds, on a pro rata basis. If, by 4:00 p.m. (New York City time), on the ninth Business Day preceding the Purchase Contract Settlement Date, the Remarketing Agent, despite using its commercially reasonable efforts, has been and is unable to remarket all of the Remarketing Senior Notes tendered for purchase at a price equal to at least the Remarketing Value, the Remarketing Agent shall Transfer to the Collateral Agent, by the sixth Business Day preceding the Purchase Contract Settlement Date, the Pledged Senior Notes that that were to be remarketed in the Initial or Subsequent Remarketing, whereupon the Collateral Agent shall, for the benefit of the Company, hold such Pledged Senior Notes, to secure the obligation of the related Holders of Corporate Units to purchase Common Stock under the related

Payment of Purchase Price; Remarketing. (a) Unless a Termination Event or a Tax Event Redemption has occurred or a Holder of a Unit has settled the related underlying Purchase Contract through a Cash Settlement pursuant to Section 5.9 or an Early Settlement pursuant to Section 5.95.7 or a Merger Early Settlement pursuant to Section 5.8, the settlement of the Purchase Contract relating to underlying a Security Unit will be made by Remarketing in accordance with this Section 5.45.2. (bi) The Company shall engage Xxxxxxx Xxxxx Barney Inc., or another a nationally recognized investment bank, to act as Remarketing Agent bank (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 may agree on) to remarket (1) sell the Pledged Senior Notes comprising part Capital Securities of Corporate Holders of Normal Units, other than those Pledged Senior Notes of Holders that have elected not to participate in the Remarketing by creating Treasury Units remarketing pursuant to Section 5.4(f(iv) below, below and (2) the Separated Senior Notes of holders of Separated Senior Notes Separate Capital Securities, that have elected to participate in the Remarketing remarketing, pursuant to paragraph 106 of the Supplemental Indenture and Section 5.7 of the Pledge Agreement (the Senior Notes described in clauses (1iv) and (2) collectively being referred to as the "Remarketing Senior Notes") pursuant to the Remarketing Proceduresbelow. On the seventh Business Day day prior to the Initial Remarketing DateFebruary 15, 2003, the Company Agent shall give Holders of Normal Units and holders of Separate Capital Securities notice of Remarketing remarketing in an Authorized Newspapera 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 Corporate Normal Units that elect not to participate in the Remarketing remarketing pursuant to Section 5.4(f(iv) below, no later than 5:00 p.m. (New York City time) 10:00 a.m. on the Election fourth Business Day immediately preceding the Remarketing Date. Not later than 15 calendar days nor more than 30 calendar days prior to the Initial Remarketing Date, the Company shall request DTC (or any successor Clearing Agency), to notify its Beneficial Owners or Clearing Agency Participants holding Corporate Units or Separate Senior Notes of the impending Remarketing. The Purchase Contract Agent shall notify, by 11:00 a.m. (10:00 a.m., New York City time), on the third Business Day immediately preceding the Initial Remarketing Date, the Remarketing Agent, Agent and the Collateral Agent, the Trustee and the Company, by use of a notice substantially in the form of Exhibit G hereto, Agent of the aggregate principal amount number of Pledged Senior Notes Capital Securities of Corporate Units Normal Unit Holders to be remarketed on remarketed. On the Initial Remarketing Date or Subsequent Remarketing Date, as applicable, and the Collateral Agent, pursuant to the Pledge Agreement, having separately notified the Remarketing Agent, the Trustee and the Company of the aggregate principal amount of Separated Senior Notes to be included on the Initial Remarketing Date or Subsequent Remarketing Date, as applicable, by 11:00 a.m. (New York City time), on the third Business Day immediately preceding the Initial Remarketing Date, shall concurrently therewithno 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 Capital Securities to be remarketed. On the first Business Day immediately preceding the Remarketing Date, the Collateral Agent and the Custodial, pursuant to the terms of the Pledge Agreement, will deliver for Remarketing remarketing to the Remarketing Agent all Remarketing Senior NotesCapital Securities to be remarketed. Upon receipt of such notice from the Purchase Contract Agent and the Custodial Agent and such Capital Securities from the Collateral Agent and such Remarketing Senior Notes from the Collateral Custodial Agent, the Remarketing AgentAgent will, pursuant to on the third Business Day following the Remarketing Agreement, willDate, use its commercially reasonable best efforts to remarket sell such Remarketing Senior Notes Capital Securities on such date pursuant at a price equal to 100.5% of the Remarketing Procedures and the Remarketing AgreementValue. If there has been a Successful Initial Remarketing or a Successful Subsequent Remarketing, the The Remarketing Agent will on the Remarketing Settlement Date (i) deduct and retain for itself as the remarketing fee for itself an amount not exceeding 25 basis points (0.25%) of the principal amount of each remarketed Remarketing Senior Note (the "Remarketing Fee"), (ii) use the remaining proceeds attributable to the Pledged Senior Notes from such Successful Remarketing a successful remarketing to purchase the appropriate U.S. Treasury securities (the "Agent-purchased Security Treasury Portfolio" and the related interest in the Treasury Portfolio applicable to a Corporate Unit, the "Treasury Portfolio InterestConsideration") with the CUSIP numbers, if any, selected by Remarketing Agent, described in clauses (1)(ii)(1) and (2)(iii)(1) of the definition of Remarketing Value related to the Senior Notes of Holders of Corporate Units that were remarketed, (iii) if any Separated Senior Notes were remarketed, remit to the Collateral Agent for payment to the holders of such Separated Senior Notes the amounts specified in clauses 1(ii) and 2(ii) of the definition of Remarketing Value and (iv) if there then remain any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) through (iii) above of this sentence, then remit any such remaining proceeds to the Purchase Contract Agent for the benefit of holders of the remarketed Senior Notes and to the Collateral Agent for the benefit of the holders of such Separated Senior Notes, on a pro rata basis, provided, however, that if such Successful Remarketing is consummated after 4:30 p.m. (New York City time) on the Remarketing Date and, despite using its commercially reasonable efforts, the Remarketing Agent cannot cause the applications of the proceeds specified above to occur on the Remarketing Settlement Date, then the Remarketing Agent may make such applications and remittances on the next succeeding Business Day. Holders of Remarketing Senior Notes that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. On the Remarketing Settlement Date or the next succeeding Business Day, as applicable, the Remarketing Agent shall deliver the Treasury Portfolio to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Treasury Portfolio, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts. In the event that all or any portion of the Pledged Treasury Portfolio Interest matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. The Collateral Agent shall cause the Securities Intermediary to remit, on the Purchase Contract Settlement Date, a portion of the proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in each case, in an amount equal to the Treasury Portfolio Return to the Purchase Contract Agent for the benefit of the Holders of the related Corporate Units when received. Without receiving any instruction from any such Holder of Corporate Units, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments in an aggregate amount equal to the aggregate Purchase Price applicable to such Corporate Units to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the proceeds from the related Pledged Treasury Portfolio Interest and the investment earnings from the related investment in Permitted Investments exceeds the sum of the related Treasury Portfolio Return and the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such proceeds, on a pro rata basis. If, by 4:00 p.m. (New York City time), on the ninth Business Day preceding the Purchase Contract Settlement Date, the Remarketing Agent, despite using its commercially reasonable efforts, has been and is unable to remarket all of the Remarketing Senior Notes tendered for purchase at a price equal to at least the Remarketing Value, the Remarketing Agent shall Transfer to the Collateral Agent, by the sixth Business Day preceding the Purchase Contract Settlement Date, the Pledged Senior Notes that that were to be remarketed in the Initial or Subsequent Remarketing, whereupon the Collateral Agent shall, for the benefit of the Company, hold such Pledged Senior Notes, to secure the obligation of the related Holders of Corporate Units to purchase Common Stock under the relatedthe

Payment of Purchase Price; Remarketing. (a) Unless a Termination Event or a Tax Event Redemption has occurred or a Holder has settled the related Purchase Contract through a Cash Settlement pursuant to Section 5.9 or an Redemption, Termination Event, Early Settlement pursuant to Section 5.9or Merger Early Settlement has occurred, the settlement of the Purchase Contract relating to underlying a Security Unit will be made by Remarketing in accordance with this Section 5.45.2. (b) The (i)The Company shall engage Xxxxxxx Xxxxx Barney Inc., or another a nationally recognized investment bank, to act as Remarketing Agent bank (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 may agree on) to remarket (1) sell the Pledged Senior Notes comprising part Preferred Securities of Corporate Holders of Normal Units, other than those Pledged Senior Notes of Holders that have elected not to participate in the Remarketing by creating Treasury Units remarketing pursuant to Section 5.4(f(iv) below, and (2) the Separated Senior Notes of holders of Separated Senior Notes Separate Preferred Securities that have elected to participate in the Remarketing remarketing pursuant to paragraph 106 of (iv) below and the Supplemental Indenture and procedures set forth in Section 5.7 4.5(c) of the Pledge Agreement (the Senior Notes described in clauses (1) and (2) collectively being referred to as the "Remarketing Senior Notes") pursuant to the Remarketing ProceduresAgreement. On the seventh Business Day prior to the Initial Remarketing DateSeptember 16, 2004, the Company Agent shall give Holders of Normal Units and holders of Separate Preferred Securities notice of Remarketing remarketing in an Authorized NewspaperThe Wall Street Journal, or if such publication ceases to publish notices of such type, or if it is otherwise impractical to publish such notice therein, in such other daily newspaper of general circulation in The City of New York, published in the English language, as the Company may reasonably determine, 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 Normal Units that elect not to participate in the Remarketing remarketing pursuant to Section 5.4(f(iv) below, no later than 5:00 p.m. (10:00 a.m., New York City time) , on the Election Remarketing Date. Not The Agent shall notify the Remarketing Agent and the Collateral Agent of the aggregate number of Preferred Securities of Normal Unit Holders to be remarketed no later than 15 calendar days nor more 10:00 a.m., New York City time, on the Remarketing Date. On the Remarketing Date, no later than 30 calendar days prior 10:00 a.m., New York City time, pursuant to the Initial terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate number of Separate Preferred Securities to be remarketed. No later than 10:00 a.m., New York City time, on the Remarketing Date, the Company shall request DTC (or any successor Clearing Agency), to notify its Beneficial Owners or Clearing Agency Participants holding Corporate Units or Separate Senior Notes of the impending Remarketing. The Purchase Contract Collateral Agent shall notify, by 11:00 a.m. (New York City time), on the Business Day immediately preceding the Initial Remarketing Date, the Remarketing Agent, the Collateral Agent, the Trustee and the Company, by use of a notice substantially in the form of Exhibit G hereto, of the aggregate principal amount of Pledged Senior Notes of Corporate Units Holders to be remarketed on the Initial Remarketing Date or Subsequent Remarketing Date, as applicable, and the Collateral Custodial Agent, pursuant to the Pledge Agreement, having separately notified the Remarketing Agent, the Trustee and the Company terms of the aggregate principal amount of Separated Senior Notes to be included on the Initial Remarketing Date or Subsequent Remarketing Date, as applicable, by 11:00 a.m. (New York City time), on the Business Day immediately preceding the Initial Remarketing Date, shall concurrently therewith, pursuant to the Pledge Agreement, will deliver for Remarketing remarketing to the Remarketing Agent all Remarketing Senior NotesPreferred Securities to be remarketed. Upon receipt of such notice from the Purchase Contract Agent and the Collateral Agent and such Remarketing Senior Notes from the Collateral Agent, the Remarketing Agent, pursuant to the Remarketing Agreement, will, use its commercially reasonable efforts to remarket such Remarketing Senior Notes on such date pursuant to the Remarketing Procedures and the Remarketing Agreement. If there has been a Successful Initial Remarketing or a Successful Subsequent Remarketing, the The Remarketing Agent will on the Remarketing Settlement Date (i) deduct and retain for itself as the remarketing fee for itself an amount not exceeding 25 basis points (0.25%) of the principal amount of each remarketed Remarketing Senior Note (the "Remarketing Fee"), (ii) use the remaining proceeds attributable to the Pledged Senior Notes from such Successful Remarketing a successful remarketing to purchase the appropriate U.S. Treasury securities (the "Agent-purchased Security Treasury Portfolio" and the related interest in the Treasury Portfolio applicable to a Corporate Unit, the "Treasury Portfolio InterestConsideration") with the CUSIP numbers, if any, selected by Remarketing Agent, described in clauses (1)(ii)(1) and (2)(iii)(1) of the definition of Remarketing Value related to in respect of the Senior Notes Preferred Securities of Holders of Corporate Normal Units that were remarketed, (iii) if any Separated Senior Notes were remarketed, remit . On or prior to the Collateral Agent for payment to the holders of such Separated Senior Notes the amounts specified in clauses 1(ii) and 2(ii) of the definition of Remarketing Value and (iv) if there then remain any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) through (iii) above of this sentence, then remit any such remaining proceeds to the Purchase Contract Agent for the benefit of holders of the remarketed Senior Notes and to the Collateral Agent for the benefit of the holders of such Separated Senior Notes, on a pro rata basis, provided, however, that if such Successful Remarketing is consummated after 4:30 p.m. (New York City time) on third Business Day following the Remarketing Date and, despite using its commercially reasonable efforts, the Remarketing Agent cannot cause the applications of the proceeds specified above to occur on the Remarketing Settlement Date, then the Remarketing Agent may make such applications and remittances on the next succeeding Business Day. Holders of Remarketing Senior Notes that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. On the Remarketing Settlement Date or the next succeeding Business Day, as applicable, the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Agent, which shall thereupon deliver such Agent-purchased Treasury Portfolio Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Agent-purchased Treasury PortfolioConsideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts. In the event that all or any portion The Remarketing Agent will deduct as a remarketing fee an amount not exceeding 25 basis points (.25%) of the Pledged Treasury Portfolio Interest matures before total proceeds from the Purchase Contract Settlement Date, the Collateral Agent shall invest the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreementremarketing. The Collateral Remarketing Agent shall cause will remit (1) the Securities Intermediary to remit, on the Purchase Contract Settlement Date, a portion of the proceeds from the remarketing attributable to the Separate Preferred Securities to the holders of Separate Preferred Securities that were remarketed and (2) the remaining portion of the maturing Pledged proceeds, less those proceeds used to purchase the Agent-purchased Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted InvestmentsConsideration, in each case, in an amount equal to the Treasury Portfolio Return to the Purchase Contract Agent for the benefit of the Holders of the related Corporate Normal Units when received. Without receiving any instruction from any such Holder of Corporate Unitsthat were remarketed, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments in an aggregate amount equal to the aggregate Purchase Price applicable to such Corporate Units to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the proceeds from the related Pledged Treasury Portfolio Interest and the investment earnings from the related investment in Permitted Investments exceeds the sum of the related Treasury Portfolio Return and the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such proceeds, all determined on a pro rata basis, in each case, on or prior to the third Business Day following the Remarketing Date. IfHolders whose Preferred Securities are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The "Remarketing Value" means the sum of (i) the value at the Remarketing Date or the Subsequent Remarketing Date, as the case may be, of U.S. Treasury securities that will pay, on or prior to the Quarterly Payment Date falling on the Stock Purchase Date, an amount of cash equal to the aggregate distributions that are scheduled to be payable on that Quarterly Payment Date, on (1) the Preferred Securities which are included in Normal Units and (2) no distribution payment on the Preferred Securities will then have been deferred and the distribution rate on the Preferred Securities is equal to the Coupon Rate, and (ii) the value at the Remarketing Date or the Subsequent Remarketing Date, as the case may be, of U.S. Treasury securities that will pay, on or prior to the Stock Purchase Date, an amount of cash equal to the Stated Amount of (1) such Preferred Securities that are included in Normal Units and (2) the Separate Preferred Securities, in each case, which are participating in the remarketing; provided that for purposes of clauses (i) and (ii), above, the Remarketing Value shall be calculated on the assumptions that the U.S. Treasury securities are highly liquid and mature on or within 35 days prior to the Stock Purchase Date, as determined in good faith by 4:00 p.m. (the Remarketing Agent in a manner intended to minimize the Remarketing Value, and the U.S. Treasury securities are valued based on the ask-side price of the Treasury securities at a time between 9:00 a.m. and 11:00 a.m., New York City time), on the ninth Business Day preceding the Purchase Contract Settlement Date, selected by the Remarketing Agent, despite using its commercially reasonable efforts, has been and is unable to remarket all of on the Remarketing Senior Notes tendered for purchase at Date or Subsequent Remarketing Date, as the case may be, as determined on a price equal to at least third-day settlement basis by a reasonable and customary means selected in good faith by the Remarketing Value, the Remarketing Agent shall Transfer to the Collateral Agent, by the sixth Business Day preceding the Purchase Contract Settlement Date, the Pledged Senior Notes plus accrued interest to that that were to be remarketed in the Initial or Subsequent Remarketing, whereupon the Collateral Agent shall, for the benefit of the Company, hold such Pledged Senior Notes, to secure the obligation of the related Holders of Corporate Units to purchase Common Stock under the relateddate.

Payment of Purchase Price; Remarketing. (a) Unless a Termination Event or a Tax Event Redemption has occurred or a Holder of a Unit has settled the related underlying Purchase Contract through a Cash an Early Settlement pursuant to Section 5.9 or an a Merger Early Settlement pursuant to Section 5.95.10, the settlement of the Purchase Contract relating to underlying a Security Unit will be made by Remarketing in accordance with this Section 5.4. (bi) The Company shall engage Xxxxxxx Xxxxx Barney Inc., or another a nationally recognized investment bank, to act as Remarketing Agent bank (the "Remarketing Agent") pursuant to the a Remarketing Agreement to remarket (1) be mutually agreed on by the Pledged Senior Notes comprising part Company, the Agent and the Remarketing Agent, but substantially as set forth below to sell the Debentures of Corporate Holders of Normal Units, other than those Pledged Senior Notes of Holders that have elected not to participate in the Remarketing by creating Treasury Units pursuant to Section 5.4(f) below, remarketing and (2) the Separated Senior Notes of holders of Separated Senior Notes Separate Debentures, that have elected to participate in the Remarketing remarketing, each pursuant to paragraph 106 of the Supplemental Indenture and Section 5.7 of the Pledge Agreement clause (the Senior Notes described in clauses (1iv) and (2) collectively being referred to as the "Remarketing Senior Notes") pursuant to the Remarketing Proceduresbelow. On the seventh Business Day day prior to the Initial ___, 2004 [Insert Remarketing Date], the Company Agent shall give Holders of Normal Units and holders of Separate Debentures notice of Remarketing the remarketing in an Authorized Newspapera 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 Corporate Normal Units that elect not to participate in the Remarketing remarketing pursuant to Section 5.4(fclause (iv) below, no later than 5:00 p.m. (New York City time) 10:00 a.m. on the Election fourth Business Day preceding the Remarketing Date. Not later than 15 calendar days nor more than 30 calendar days prior to the Initial Remarketing Date, the Company shall request DTC (or any successor Clearing Agency), to notify its Beneficial Owners or Clearing Agency Participants holding Corporate Units or Separate Senior Notes of the impending Remarketing. The Purchase Contract Agent shall notify, by 11:00 a.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 Debentures 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 Debentures to be remarketed. On the Business Day immediately preceding the Initial Remarketing Date, the Remarketing Agent, the Collateral Agent, the Trustee Agent and the Company, by use of a notice substantially in the form of Exhibit G hereto, of the aggregate principal amount of Pledged Senior Notes of Corporate Units Holders to be remarketed on the Initial Remarketing Date or Subsequent Remarketing Date, as applicable, and the Collateral Custodial Agent, pursuant to the Pledge Agreement, having separately notified the Remarketing Agent, the Trustee and the Company terms of the aggregate principal amount of Separated Senior Notes to be included on the Initial Remarketing Date or Subsequent Remarketing Date, as applicable, by 11:00 a.m. (New York City time), on the Business Day immediately preceding the Initial Remarketing Date, shall concurrently therewith, pursuant to the Pledge Agreement, will deliver for Remarketing remarketing to the Remarketing Agent all Remarketing Senior NotesDebentures to be remarketed. Upon receipt of such notice from the Purchase Contract Agent and the Custodial Agent and such Debentures from the Collateral Agent and such Remarketing Senior Notes from the Collateral Custodial Agent, the Remarketing AgentAgent will, pursuant to on the third Business Day following the Remarketing Agreement, willDate, use its commercially reasonable best efforts to remarket sell such Remarketing Senior Notes Debentures on such date pursuant at a price equal to 100.5% of the Remarketing Procedures and the Remarketing AgreementValue. If there has been a Successful Initial Remarketing or a Successful Subsequent Remarketing, the The Remarketing Agent will on the Remarketing Settlement Date (i) deduct and retain for itself as the remarketing fee for itself an amount not exceeding 25 basis points (0.25%) of the principal amount of each remarketed Remarketing Senior Note (the "Remarketing Fee"), (ii) use the remaining proceeds attributable to the Pledged Senior Notes from such Successful Remarketing a successful remarketing to purchase the appropriate U.S. Treasury securities (the "Agent-purchased Security Treasury Portfolio" and the related interest in the Treasury Portfolio applicable to a Corporate Unit, the "Treasury Portfolio InterestConsideration") with the CUSIP numbers, if any, selected by the Remarketing Agent, described in clauses (1)(ii)(1) and (2)(iii)(1) of the definition of Remarketing Value related to the Senior Notes Debentures of Holders of Corporate Normal Units that were remarketed, (iii) if any Separated Senior Notes were remarketed, remit . On or prior to the Collateral Agent for payment to the holders of such Separated Senior Notes the amounts specified in clauses 1(ii) and 2(ii) of the definition of Remarketing Value and (iv) if there then remain any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) through (iii) above of this sentence, then remit any such remaining proceeds to the Purchase Contract Agent for the benefit of holders of the remarketed Senior Notes and to the Collateral Agent for the benefit of the holders of such Separated Senior Notes, on a pro rata basis, provided, however, that if such Successful Remarketing is consummated after 4:30 p.m. (New York City time) on third Business Day following the Remarketing Date and, despite using its commercially reasonable efforts, the Remarketing Agent cannot cause the applications of the proceeds specified above to occur on the Remarketing Settlement Date, then the Remarketing Agent may make such applications and remittances on the next succeeding Business Day. Holders of Remarketing Senior Notes that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. On the Remarketing Settlement Date or the next succeeding Business Day, as applicable, the Remarketing Agent shall deliver such Agent-purchased Treasury Consideration to the Agent, which shall thereupon deliver such Agent-purchased Treasury Portfolio Consideration to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Agent-purchased Treasury PortfolioConsideration, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts. In the event that all or any portion The Remarketing Agent will deduct as a remarketing fee an amount not exceeding 25 basis points (.25%) of the Pledged Treasury Portfolio Interest matures before total proceeds from the Purchase Contract Settlement Date, remarketing (the Collateral Agent shall invest the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement"Remarketing Fee"). The Collateral Remarketing Agent shall cause will remit (1) the Securities Intermediary to remit, on the Purchase Contract Settlement Date, a portion of the proceeds from the remarketing attributable to the Separate Debentures to the holders of Separate Debentures that were remarketed and (2) the remaining portion of the maturing Pledged proceeds, less those proceeds used to purchase the Agent- purchased Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted InvestmentsConsideration, in each case, in an amount equal to the Treasury Portfolio Return to the Purchase Contract Agent for the benefit of the Holders of the related Corporate Normal Units when receivedthat were remarketed, all determined on a pro rata basis, in each case, on or prior to the third Business Day following the Remarketing Date. Without receiving Holders whose Debentures are so remarketed will not otherwise be responsible for the payment of any instruction from Remarketing Fee in connection therewith. (ii) If, in spite of using its commercially reasonable best efforts, the Remarketing Agent cannot remarket the Debentures included in the remarketing at a price equal to at least 100.5% of the Remarketing Value, the remarketing will be deemed to have failed (a "Failed Remarketing"). If a Failed Remarketing occurs, within three Business Days following the Remarketing Date, the Remarketing Agent shall return any Debentures delivered to it to the Collateral Agent and the Custodial Agent, as applicable. The Remarketing Agent may make one or more attempts to remarket the Debentures in accordance with the 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 (referred to below) has been published in respect of any immediately preceding Failed Remarketing and (ii) the settlement date in respect of any Subsequent Remarketing must fall no later than on the Business Day immediately preceding the Stock Purchase Date. 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 Debentures 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. In this case, within three Business Days following the date of the Last Failed Remarketing, the Remarketing Agent shall return any Debentures 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 Debentures, 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 Debentures, any accumulated and unpaid interest on such Debentures will become payable by the Company to the Agent for payment to the Holder of the Normal Units to which such Debentures 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 second 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. (iii) With respect to any Debentures 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 Section 5.2 (e) below, may, among other things, (A) retain such Debentures in full satisfaction of the Holders' obligations under the Purchase Contracts or (B) sell such Debentures in one or more public or private sales. (iv) A Holder of Normal Units may elect not to participate in the remarketing and retain the Debentures underlying such Units by notifying the Agent of such election and delivering the specific U.S. Treasury 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 clauses (i) and (ii) of the definition of Remarketing Value relating to the retained Debentures (as if only such Debentures 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 Remarketing Date, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will deliver the Pledged Debentures of such Holder to the Agent. Within three Business Days following the Remarketing Date, (A) if the remarketing was successful, the Agent shall distribute such Debentures to the Holders thereof, and (B) if there was a Failed Remarketing on such date, the Agent will deliver such Debentures to the Collateral Agent, which will, for the benefit of Corporate the Company, thereupon apply such Debentures 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 deliver the Opt-out Treasury Consideration pursuant to this clause (iv) shall be deemed to have elected to participate in the remarketing. (c) Upon the maturity of the Pledged Treasury Securities underlying the Stripped Units and the Pledged Treasury Consideration underlying the Normal Units, on the Stock Purchase Date, the Collateral Agent shall apply, on remit to the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments in Company an aggregate amount equal to the aggregate Purchase Price applicable to such Corporate Units 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 Portfolio Interest and Securities or the investment earnings from the related investment Pledged Treasury Consideration, underlying a Unit is in Permitted Investments exceeds the sum excess of the related Treasury Portfolio Return and 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 such proceeds, on a pro rata basis. If, by 4:00 p.m. (New York City time), on the ninth Business Day preceding the Purchase Contract Settlement Date, the Remarketing Agent, despite using its commercially reasonable efforts, has been and is unable to remarket all of the Remarketing Senior Notes tendered for purchase at a price equal to at least the Remarketing Value, the Remarketing Agent shall Transfer to the Collateral Agent, by the sixth Business Day preceding the Purchase Contract Settlement Date, the Pledged Senior Notes that that were to be remarketed in the Initial or Subsequent Remarketing, whereupon the Collateral Agent shall, for the benefit of the CompanyHolder of such Unit when received. (d) Any distribution to Holders of excess funds and interest described in Section 5.4 (b) and (c) above shall be payable at the office of the Agent in The City of New York maintained for that purpose or, hold at the option of the Holder or the holder of Separate Debentures, as applicable, by check mailed to the address of the Person entitled thereto at such Pledged Senior Notesaddress as it appears on the Register or by wire transfer to an account specified by the Holder or the holder of Separate Debentures, as applicable. (e) The obligations of each Holder to pay the Purchase Price are non- recourse obligations and except to the extent paid by Early Settlement or Merger Early Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligation obligations of the Holders and in no event will Holders be liable for any deficiency between such payments and the Purchase Price. (f) 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 Holders Unit unless the Company shall have received payment in full of Corporate Units to purchase the aggregate Purchase Price for the shares of Common Stock under to be purchased thereunder by such Holder in the relatedmanner herein set forth.

Payment of Purchase Price; Remarketing. (a) Unless a Termination Event or a Tax Event Redemption has occurred or a Holder of a Unit has settled the related underlying Purchase Contract through a Cash Settlement pursuant to Section 5.9 or an Early Settlement pursuant to Section 5.95.7 or a Merger Early Settlement pursuant to Section 5.8, the settlement of the Purchase Contract relating to underlying a Security Unit will be made by Remarketing in accordance with this Section 5.45.2. (bi) The Company shall engage Xxxxxxx Xxxxx Barney Inc., or another a nationally recognized investment bank, to act as Remarketing Agent bank (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 remarket (1) sell the Pledged Senior Notes comprising part Capital Securities of Corporate Holders of Normal Units, other than those Pledged Senior Notes of Holders that have elected not to participate in the Remarketing by creating Treasury Units remarketing pursuant to Section 5.4(f(iv) below, and (2) the Separated Senior Notes of holders of Separated Senior Notes Separate Capital Securities that have elected to participate in the Remarketing remarketing pursuant to paragraph 106 of the Supplemental Indenture and Section 5.7 4.5(c) of the Pledge Agreement (the Senior Notes described in clauses (1) and (2) collectively being referred to as the "Remarketing Senior Notes") pursuant to the Remarketing ProceduresAgreement. On the seventh Business Day prior to the Initial Remarketing DateFebruary 15, 2003, the Company Agent shall give Holders of Normal Units and holders of Separate Capital Securities notice of Remarketing remarketing in an Authorized Newspapera 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 Corporate Normal Units that elect not to participate in the Remarketing remarketing pursuant to Section 5.4(f(iv) below, no later than 5:00 p.m. (New York City time) 10:00 a.m. on the Election first Business Day immediately preceding the Remarketing Date. Not later than 15 calendar days nor more than 30 calendar days prior to the Initial Remarketing Date, the Company shall request DTC (or any successor Clearing Agency), to notify its Beneficial Owners or Clearing Agency Participants holding Corporate Units or Separate Senior Notes of the impending Remarketing. The Purchase Contract Agent shall notify, by 11:00 a.m. (10:00 a.m., New York City time), on the first Business Day immediately preceding the Initial Remarketing Date, the Remarketing AgentAgent and the Collateral Agent of the aggregate number of Capital 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 Capital Securities to be remarketed. On the first Business Day immediately preceding the Remarketing Date, the Collateral Agent, the Trustee Agent and the Company, by use of a notice substantially in the form of Exhibit G hereto, of the aggregate principal amount of Pledged Senior Notes of Corporate Units Holders to be remarketed on the Initial Remarketing Date or Subsequent Remarketing Date, as applicable, and the Collateral Custodial Agent, pursuant to the Pledge Agreement, having separately notified the Remarketing Agent, the Trustee and the Company terms of the aggregate principal amount of Separated Senior Notes to be included on the Initial Remarketing Date or Subsequent Remarketing Date, as applicable, by 11:00 a.m. (New York City time), on the Business Day immediately preceding the Initial Remarketing Date, shall concurrently therewith, pursuant to the Pledge Agreement, will deliver for Remarketing remarketing to the Remarketing Agent all Remarketing Senior NotesCapital Securities to be remarketed. Upon receipt of such notice from the Purchase Contract Agent and the Custodial Agent and such Capital Securities from the Collateral Agent and such Remarketing Senior Notes from the Collateral Custodial Agent, the Remarketing AgentAgent will, pursuant to on the third Business Day following the Remarketing Agreement, willDate, use its commercially reasonable best efforts to remarket sell such Remarketing Senior Notes Capital Securities on such date pursuant at a price equal to 100.5% of the Remarketing Procedures and the Remarketing AgreementValue. If there has been a Successful Initial Remarketing or a Successful Subsequent Remarketing, the The Remarketing Agent will on the Remarketing Settlement Date (i) deduct and retain for itself as the remarketing fee for itself an amount not exceeding 25 basis points (0.25%) of the principal amount of each remarketed Remarketing Senior Note (the "Remarketing Fee"), (ii) use the remaining proceeds attributable to the Pledged Senior Notes from such Successful Remarketing a successful remarketing to purchase the appropriate U.S. Treasury securities (the "Agent-purchased Security Treasury Portfolio" and the related interest in the Treasury Portfolio applicable to a Corporate Unit, the "Treasury Portfolio InterestConsideration") with the CUSIP numbers, if any, selected by Remarketing Agent, described in clauses (1)(ii)(1) and (2)(iii)(1) of the definition of Remarketing Value related to the Senior Notes of Holders of Corporate Units that were remarketed, (iii) if any Separated Senior Notes were remarketed, remit to the Collateral Agent for payment to the holders of such Separated Senior Notes the amounts specified in clauses 1(ii) and 2(ii) of the definition of Remarketing Value and (iv) if there then remain any proceeds from such Successful Remarketing, after the application of such proceeds as set forth in clauses (i) through (iii) above of this sentence, then remit any such remaining proceeds to the Purchase Contract Agent for the benefit of holders of the remarketed Senior Notes and to the Collateral Agent for the benefit of the holders of such Separated Senior Notes, on a pro rata basis, provided, however, that if such Successful Remarketing is consummated after 4:30 p.m. (New York City time) on the Remarketing Date and, despite using its commercially reasonable efforts, the Remarketing Agent cannot cause the applications of the proceeds specified above to occur on the Remarketing Settlement Date, then the Remarketing Agent may make such applications and remittances on the next succeeding Business Day. Holders of Remarketing Senior Notes that are so remarketed will not otherwise be responsible for the payment of any remarketing fee or expenses in connection with the Remarketing. On the Remarketing Settlement Date or the next succeeding Business Day, as applicable, the Remarketing Agent shall deliver the Treasury Portfolio to the Collateral Agent. The Collateral Agent, for the benefit of the Company, will thereupon apply such Treasury Portfolio, in accordance with the Pledge Agreement, to secure such Holders' obligations under the Purchase Contracts. In the event that all or any portion of the Pledged Treasury Portfolio Interest matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. The Collateral Agent shall cause the Securities Intermediary to remit, on the Purchase Contract Settlement Date, a portion of the proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments, in each case, in an amount equal to the Treasury Portfolio Return to the Purchase Contract Agent for the benefit of the Holders of the related Corporate Units when received. Without receiving any instruction from any such Holder of Corporate Units, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Portfolio Interest and of the investment earnings from the related investment in Permitted Investments in an aggregate amount equal to the aggregate Purchase Price applicable to such Corporate Units to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the proceeds from the related Pledged Treasury Portfolio Interest and the investment earnings from the related investment in Permitted Investments exceeds the sum of the related Treasury Portfolio Return and the aggregate Purchase Price of the Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to distribute such excess, when received, to the Purchase Contract Agent for distribution to the Holders whose Purchase Contracts were settled with such proceeds, on a pro rata basis. If, by 4:00 p.m. (New York City time), on the ninth Business Day preceding the Purchase Contract Settlement Date, the Remarketing Agent, despite using its commercially reasonable efforts, has been and is unable to remarket all of the Remarketing Senior Notes tendered for purchase at a price equal to at least the Remarketing Value, the Remarketing Agent shall Transfer to the Collateral Agent, by the sixth Business Day preceding the Purchase Contract Settlement Date, the Pledged Senior Notes that that were to be remarketed in the Initial or Subsequent Remarketing, whereupon the Collateral Agent shall, for the benefit of the Company, hold such Pledged Senior Notes, to secure the obligation of the related Holders of Corporate Units to purchase Common Stock under the relatedof