Common use of Purchase of Preferred Stock; Payment of Purchase Price Clause in Contracts

Purchase of Preferred Stock; Payment of Purchase Price. (a) Each Stock Purchase Contract shall obligate the Trust (acting through the Property Trustee) to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to the Stated Amount, one share of Preferred Stock, unless a Termination Event shall have occurred. (b) If there has been a Successful Remarketing, the Trust will satisfy its obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts out of (i) the Proceeds at maturity of the Pledged Treasury Securities and (ii) to the extent of the excess of the purchase price over the amount of the Proceeds at maturity of the Pledged Treasury Securities, the Bank of America Deposit; provided that in the event that a receiver has been appointed for the purpose of liquidating or winding up the affairs of The Bank of New York while The Bank of New York is holding the Bank of America Deposit, in lieu of payment of the Bank of America Deposit the Trust shall cause the Collateral Agent to assign its rights in the Bank of America Deposit to the Company on the Stock Purchase Date to the extent of such amount required in full satisfaction of the Trust’s obligation to pay the Bank of America Deposit pursuant to this clause (ii). (c) If there is a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Notes and, subject to applicable law and Section 2.2(d), may, among other things, (i) retain such Notes or their Proceeds in full satisfaction of the Trust’s obligations under the Stock Purchase Contracts or (ii) sell such Notes in one or more public or private sales as permitted by applicable law, in order to satisfy the Trust’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts to the extent not satisfied out of the Proceeds at maturity of the Pledged Treasury Securities. (d) The obligations of the Trust to pay the purchase price in respect of the Stock Purchase Contracts are non-recourse obligations and are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Trust assignment of the Bank of America Deposit as set forth in this Section 2.2, and in no event will the Property Trustee be liable for any deficiency between the Proceeds of the disposition of Collateral and the purchase price in respect of the Stock Purchase Contracts. (e) The Company shall not be obligated to cause the issuance of any share of Preferred Stock in respect of a Stock Purchase Contract or deliver any certificate therefor to the Property Trustee unless the Company shall have received payment for the share of Preferred Stock to be purchased thereunder in the manner herein set forth.

Purchase of Preferred Stock; Payment of Purchase Price. (a) Each outstanding Stock Purchase Contract shall obligate the Trust (acting through the Property Trustee) to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to the Stated Amount, one share of Preferred Stock, unless a Termination Event shall have occurred. (b) If there has been a Successful Remarketing, the Trust will satisfy its obligations under Section 2.2(a) to pay the purchase price in respect of the outstanding Stock Purchase Contracts out of (i) the Proceeds at maturity of the Pledged Treasury Securities and (ii) to the extent of the excess of the purchase price over the amount of the Proceeds at maturity of the Pledged Treasury Securities, the Bank of America Deposit; provided that in the event that a receiver has been appointed for the purpose of liquidating or winding up the affairs of The Bank of New York while The Bank of New York is holding the Bank of America Deposit, in lieu of payment of the Bank of America Deposit the Trust shall cause the Collateral Agent to assign its rights in the Bank of America Deposit to the Company on the Stock Purchase Date to the extent of such amount required in full satisfaction of the Trust’s obligation to pay the Bank of America Deposit pursuant to this clause (ii). (c) If there is a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Notes and, subject to applicable law and Section 2.2(d), may, among other things, (i) retain such Notes or their Proceeds in full satisfaction of the Trust’s obligations under the Stock Purchase Contracts or (ii) sell such Notes in one or more public or private sales as permitted by applicable law, in order to satisfy the Trust’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts to the extent not satisfied out of the Proceeds at maturity of the Pledged Treasury Securities. (d) The obligations of the Trust to pay the purchase price in respect of the Stock Purchase Contracts are non-recourse obligations and are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Trust assignment of the Bank of America Deposit as set forth in this Section 2.2, and in no event will the Property Trustee be liable for any deficiency between the Proceeds of the disposition of Collateral and the purchase price in respect of the Stock Purchase Contracts. (e) The Company shall not be obligated to cause the issuance of any share of Preferred Stock in respect of a Stock Purchase Contract or deliver any certificate therefor to the Property Trustee unless the Company shall have received payment for the share of Preferred Stock to be purchased thereunder in the manner herein set forth.

Purchase of Preferred Stock; Payment of Purchase Price. (a) Each Stock Purchase Contract shall obligate the Trust (acting through the Property Trustee) to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to the Stated Amount, one a Pro Rata Interest in a share of Preferred Stock, unless a Termination Event shall have occurred. (b) If there has been a Successful Remarketing, the Trust will satisfy its obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts out of (i) the Proceeds at maturity of the Pledged Treasury Securities and (ii) to the extent of the excess of the purchase price over the amount of the Proceeds at maturity of the Pledged Treasury Securities, the U.S. Bank of America Deposit; provided that in the event that a receiver has been appointed for the purpose of liquidating or winding up the affairs of The U.S. Bank of New York National Association while The U.S. Bank of New York National Association is holding the U.S. Bank of America Deposit, in lieu of payment of the U.S. Bank of America Deposit the Trust shall cause the Collateral Agent to assign its rights in the U.S. Bank of America Deposit to the Company on the Stock Purchase Date to the extent of such amount required in full satisfaction of the Trust’s obligation to pay the U.S. Bank of America Deposit pursuant to this clause (ii). (c) If there is a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Notes and, subject to applicable law and Section 2.2(d), may, among other things, (i) retain such Notes or their Proceeds in full satisfaction of the Trust’s obligations under the Stock Purchase Contracts or (ii) sell such Notes in one or more public or private sales as permitted by applicable law, in order to satisfy the Trust’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts to the extent not satisfied out of the Proceeds at maturity of the Pledged Treasury Securities. (d) The obligations of the Trust to pay the purchase price in respect of the Stock Purchase Contracts are non-recourse obligations and are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Trust assignment of the U.S. Bank of America Deposit as set forth in this Section 2.2, and in no event will the Property Trustee be liable for any deficiency between the Proceeds of the disposition of Collateral and the purchase price in respect of the Stock Purchase Contracts. (e) The Company shall not be obligated to cause the issuance of any Pro Rata Interest in a share of Preferred Stock in respect of a Stock Purchase Contract or deliver any certificate certificates therefor to the Property Trustee unless the Company shall have received payment for the share of Preferred Stock to be purchased thereunder in the manner herein set forth.

Purchase of Preferred Stock; Payment of Purchase Price. (a) Each Stock Purchase Contract shall obligate the Trust (acting through the Property Trustee) to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to the Stated Amount, one share of Preferred StockStock or the applicable fraction thereof, unless a Termination Event shall have occurred. (b) If there has been a Successful Remarketing, the Trust will satisfy its obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts out of (i) the Proceeds at maturity of the Pledged Treasury Securities and (ii) to the extent of the excess of the purchase price over the amount of the Proceeds at maturity of the Pledged Treasury Securities, the Bank amount of America Deposit; provided that in the event that a receiver has been appointed for the purpose of liquidating or winding up the affairs of The Bank of New York while The Bank of New York is holding the Bank of America Depositsuch excess, in lieu of payment of the Bank of America Deposit the Trust shall cause the Collateral Agent to assign its rights in the Bank of America Deposit to the Company on the Stock Purchase Date to the extent of such amount required in full satisfaction of the Trust’s obligation to pay the Bank of America Deposit pursuant to this clause (ii)necessary. (c) If there is a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Notes and, subject to applicable law and Section 2.2(d), may, among other things, (i) retain such Notes or their Proceeds in full satisfaction of the Trust’s obligations under the Stock Purchase Contracts or (ii) sell such Notes in one or more public or private sales as permitted by applicable law, in order to satisfy the Trust’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts to the extent not satisfied out of the Proceeds at maturity of the Pledged Treasury Securities. (d) The obligations of the Trust to pay the purchase price in respect of the Stock Purchase Contracts are non-recourse obligations and are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Trust and the assignment of the Bank U.S. treasury securities purchased with and any other amounts remaining from the net proceeds of America Deposit the Remarketing as set forth in this Section 2.2, and in no event will the Property Trustee be liable for any deficiency between the Proceeds of the disposition of Collateral and the purchase price in respect of the Stock Purchase Contracts. (e) The Company shall not be obligated to cause the issuance of any share of Preferred Stock or fraction thereof in respect of a Stock Purchase Contract or deliver any certificate certificates therefor to the Property Trustee unless the Company shall have received payment for the share of Preferred Stock to be purchased thereunder in the manner herein set forth.

Purchase of Preferred Stock; Payment of Purchase Price. (a) Each Stock Purchase Contract shall obligate the Issuer Trust (acting through the Property Trustee) to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to the Stated Amount, one share of Preferred Stock, unless a Termination Event shall have occurredoccurred or the Company shall have redeemed all of the Notes prior to the Stock Purchase Date in accordance with the Indenture. (b) If there has been a Successful Remarketing, the The Issuer Trust will satisfy its obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts out of (i) the Proceeds at maturity of the Pledged Treasury Securities and (ii) if there has been a Successful Remarketing, to the extent of the excess of the purchase price over the amount of the Proceeds at maturity of the Pledged Treasury Securities, the Bank of America Deposit; provided that in the event that a receiver has been appointed for the purpose of liquidating or winding up the affairs of The the Bank of New York while The the Bank of New York is holding the Bank of America Deposit, in lieu of payment of the Bank of America Deposit the Issuer Trust shall cause the Collateral Agent to assign its rights in the Bank of America Deposit to the Company on the Stock Purchase Date to the extent of such amount required in full satisfaction of the Issuer Trust’s obligation to pay the Bank of America Deposit pursuant to this clause (ii). (c) If there is a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Pledged Notes and, subject to applicable law and Section 2.2(d), may, among other things, (i) retain such Pledged Notes or their Proceeds in full satisfaction of the Issuer Trust’s obligations under the Stock Purchase Contracts or (ii) sell such Pledged Notes in one or more public or private sales as permitted by applicable law, in order to satisfy the Issuer Trust’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts to the extent not satisfied out of the Proceeds at maturity of the Pledged Treasury Securities. (d) The obligations of the Issuer Trust to pay the purchase price in respect of the Stock Purchase Contracts are non-recourse obligations and are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Issuer Trust and the assignment of the Bank of America Deposit as set forth in this Section 2.2, and in no event will the Property Trustee be liable for any deficiency between the Proceeds of the disposition of Collateral and the purchase price in respect of the Stock Purchase ContractsContracts or other amounts. (e) The Company shall not be obligated to cause the issuance of any share of Preferred Stock in respect of a Stock Purchase Contract or deliver any certificate certificates therefor to the Property Trustee unless the Company shall have received payment for the share of Preferred Stock to be purchased thereunder in the manner herein set forth. Notwithstanding any provision of this Agreement, the Property Trustee shall have no responsibility or liability with respect to the amount or sufficiency of any proceeds generated by any Remarketing or any Pledged Treasury Securities or otherwise, the timing of any Remarketing or market conditions and their impact on the value of any of the foregoing.

Purchase of Preferred Stock; Payment of Purchase Price. (a) Each Stock Purchase Contract shall obligate the Issuer Trust (acting through the Property Trustee) to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to the Stated Amount, one share of Preferred Stock, unless a Termination Event shall have occurredoccurred or the Company shall have redeemed all of the Notes prior to the Stock Purchase Date in accordance with the Indenture. (b) If there has been a Successful Remarketing, the The Issuer Trust will satisfy its obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts out of (i) the Proceeds at maturity of the Pledged Treasury Securities and (ii) if there has been a Successful Remarketing, to the extent of the excess of the purchase price over the amount of the Proceeds at maturity of the Pledged Treasury Securities, the National City Bank of America Deposit; provided that in the event that a receiver has been appointed for the purpose of liquidating or winding up the affairs of The National City Bank of New York while The National City Bank of New York is holding the National City Bank of America Deposit, in lieu of payment of the National City Bank of America Deposit the Issuer Trust shall cause the Collateral Agent to assign its rights in the National City Bank of America Deposit to the Company on the Stock Purchase Date to the extent of such amount required in full satisfaction of the Issuer Trust’s obligation to pay the National City Bank of America Deposit pursuant to this clause (ii). (c) If there is a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Pledged Notes and, subject to applicable law and Section 2.2(d), may, among other things, (i) retain such Pledged Notes or their Proceeds in full satisfaction of the Issuer Trust’s obligations under the Stock Purchase Contracts or (ii) sell such Pledged Notes in one or more public or private sales as permitted by applicable law, in order to satisfy the Issuer Trust’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts to the extent not satisfied out of the Proceeds at maturity of the Pledged Treasury Securities. (d) The obligations of the Issuer Trust to pay the purchase price in respect of the Stock Purchase Contracts are non-recourse obligations and are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Issuer Trust and the assignment of the National City Bank of America Deposit as set forth in this Section 2.2, and in no event will the Property Trustee be liable for any deficiency between the Proceeds of the disposition of Collateral and the purchase price in respect of the Stock Purchase Contracts. (e) The Company shall not be obligated to cause the issuance of any share of Preferred Stock in respect of a Stock Purchase Contract or deliver any certificate certificates therefor to the Property Trustee unless the Company shall have received payment for the share of Preferred Stock to be purchased thereunder in the manner herein set forth.

Purchase of Preferred Stock; Payment of Purchase Price. (a) Each Stock Purchase Contract shall obligate the Issuer Trust (acting through the Property Trustee) to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to the Stated Amount, one share of Preferred Stock, unless a Termination Event shall have occurredoccurred or the Company shall have redeemed all of the Notes prior to the Stock Purchase Date in accordance with the Indenture. (b) If there has been a Successful Remarketing, the The Issuer Trust will satisfy its obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts out of (i) the Proceeds at maturity of the Pledged Treasury Securities and (ii) if there has been a Successful Remarketing, to the extent of the excess of the purchase price over the amount of the Proceeds at maturity of the Pledged Treasury Securities, the Mellon Bank of America Deposit; provided that in the event that a receiver has been appointed for the purpose of liquidating or winding up the affairs of The Mellon Bank of New York while The Mellon Bank of New York is holding the Mellon Bank of America Deposit, in lieu of payment of the Mellon Bank of America Deposit the Issuer Trust shall cause the Collateral Agent to assign its rights in the Mellon Bank of America Deposit to the Company on the Stock Purchase Date to the extent of such amount required in full satisfaction of the Issuer Trust’s obligation to pay the Mellon Bank of America Deposit pursuant to this clause (ii). (c) If there is a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Pledged Notes and, subject to applicable law and Section 2.2(d), may, among other things, (i) retain such Pledged Notes or their Proceeds in full satisfaction of the Issuer Trust’s obligations under the Stock Purchase Contracts or (ii) sell STOCK PURCHASE CONTRACT AGREEMENT such Pledged Notes in one or more public or private sales as permitted by applicable law, in order to satisfy the Issuer Trust’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts to the extent not satisfied out of the Proceeds at maturity of the Pledged Treasury Securities. (d) The obligations of the Issuer Trust to pay the purchase price in respect of the Stock Purchase Contracts are non-recourse obligations and are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Issuer Trust and the assignment of the Mellon Bank of America Deposit as set forth in this Section 2.2, and in no event will the Property Trustee be liable for any deficiency between the Proceeds of the disposition of Collateral and the purchase price in respect of the Stock Purchase Contracts. (e) The Company shall not be obligated to cause the issuance of any share of Preferred Stock in respect of a Stock Purchase Contract or deliver any certificate certificates therefor to the Property Trustee unless the Company shall have received payment for the share of Preferred Stock to be purchased thereunder in the manner herein set forth.

Purchase of Preferred Stock; Payment of Purchase Price. (a) Each Stock Purchase Contract shall obligate the Issuer Trust (acting through the Property Trustee) to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to the Stated Amount, one share of Preferred Stock, unless a Termination Event shall have occurredoccurred or the Company shall have redeemed all of the Notes prior to the Stock Purchase Date in accordance with the Indenture. (b) If there has been a Successful Remarketing, the The Issuer Trust will satisfy its obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts out of (i) the Proceeds at maturity of the Pledged Treasury Securities and (ii) if there has been a Successful Remarketing, to the extent of the excess of the purchase price over the amount of the Proceeds at maturity of the Pledged Treasury Securities, the Bank of America Deposit; provided that in the event that a receiver has been appointed for the purpose of liquidating or winding up the affairs of The the Bank of New York while The the Bank of New York is holding the Bank of America Deposit, in lieu of payment of the Bank of America Deposit the Issuer Trust shall cause the Collateral Agent to assign its rights in the Bank of America Deposit to the Company on the Stock Purchase Date to the extent of such amount required in full satisfaction of the Issuer Trust’s obligation to pay the Bank of America Deposit pursuant to this clause (ii). (c) If there is a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Pledged Notes and, subject to applicable law and Section 2.2(d), may, among other things, (i) retain such Pledged Notes or their Proceeds in full satisfaction of the Issuer Trust’s obligations under the Stock Purchase Contracts or (ii) sell such Pledged Notes in one or more public or private sales as permitted by applicable law, in order to satisfy the Issuer Trust’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts to the extent not satisfied out of the Proceeds at maturity of the Pledged Treasury Securities. (d) The obligations of the Issuer Trust to pay the purchase price in respect of the Stock Purchase Contracts are non-recourse obligations and are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Issuer Trust and the assignment of the Bank of America Deposit as set forth in this Section 2.2, and in no event will the Property Trustee be liable for any deficiency between the Proceeds of the disposition of Collateral and the purchase price in respect of the Stock Purchase ContractsContracts or other amounts. (e) The Company shall not be obligated to cause the issuance of any share of Preferred Stock in respect of a Stock Purchase Contract or deliver any certificate certificates therefor to the Property Trustee unless the Company shall have received payment for the share of Preferred Stock to be purchased thereunder in the manner herein set forth.. Notwithstanding any provision of this Agreement, the Property Trustee shall have no responsibility or liability with respect to the amount or sufficiency of any proceeds generated by any Remarketing or any Pledged Treasury Securities or otherwise, the timing of any Remarketing or market conditions and their impact on the value of any of the foregoing. STOCK PURCHASE CONTRACT AGREEMENT

Purchase of Preferred Stock; Payment of Purchase Price. (a) Each Stock Purchase Contract shall obligate the Issuer Trust (acting through the Property Trustee) to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to the Stated Amount, one share of Preferred Stock, unless a Termination Event shall have occurred. (b) If there has been a Successful Remarketing, the Issuer Trust will satisfy its obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts out of (i) the Proceeds at maturity of the Pledged Treasury Securities and (ii) to the extent of the excess of the purchase price over the amount of the Proceeds at maturity of the Pledged Treasury Securities, the SunTrust Bank of America Deposit; provided that in the event that a receiver has been appointed for the purpose of liquidating or winding up the affairs of The SunTrust Bank of New York while The SunTrust Bank of New York is holding the SunTrust Bank of America Deposit, in lieu of payment of the SunTrust Bank of America Deposit the Issuer Trust shall cause the Collateral Agent to assign its rights in the SunTrust Bank of America Deposit to the Company on the Stock Purchase Date to the extent of such amount required in full satisfaction of the Issuer Trust’s obligation to pay the SunTrust Bank of America Deposit pursuant to this clause (ii). (c) If there is a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Notes and, subject to applicable law and Section 2.2(d), may, among other things, (i) retain such Notes or their Proceeds in full satisfaction of the Issuer Trust’s obligations under the Stock Purchase Contracts or (ii) sell such Notes in one or more public or private sales as permitted by applicable law, in order to satisfy the Issuer Trust’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts to the extent not satisfied out of the Proceeds at maturity of the Pledged Treasury Securities. (d) The obligations of the Issuer Trust to pay the purchase price in respect of the Stock Purchase Contracts are non-recourse obligations and are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Issuer Trust and the assignment of the SunTrust Bank of America Deposit as set forth in this Section 2.2, and in no event will the Property Trustee be liable for any deficiency between the Proceeds of the disposition of Collateral and the purchase price in respect of the Stock Purchase Contracts. (e) The Company shall not be obligated to cause the issuance of any share of Preferred Stock in respect of a Stock Purchase Contract or deliver any certificate certificates therefor to the Property Trustee unless the Company shall have received payment for the share of Preferred Stock to be purchased thereunder in the manner herein set forth.

Purchase of Preferred Stock; Payment of Purchase Price. (a) Each Stock Purchase Contract shall obligate the Trust (acting through the Property Trustee) to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to the Stated Amount$100,000, one share of Preferred Stock, unless a Termination Event shall have occurred. (b) If there has been a Successful Remarketing, the Trust will satisfy its obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts out of (i) the Proceeds at maturity of the Pledged Treasury Securities and (ii) to the extent of the excess of the purchase price Purchase Price over the amount of the Proceeds at maturity of the Pledged Treasury Securities, the Bank of America Wachovia Deposit; provided that in the event that a receiver has been appointed for the purpose of liquidating or winding up the affairs of The Bank of New York Wachovia Bank, National Association while The Bank of New York Wachovia Bank, National Association is holding the Bank of America Wachovia Deposit, in lieu of payment of such amount of the Bank of America Wachovia Deposit the Trust shall cause the Collateral Agent to assign its rights in the Bank of America Wachovia Deposit to the Company on the Stock Purchase Date to the extent of such amount required in full satisfaction of the Trust’s obligation to pay the Bank of America Deposit such amount pursuant to this clause (ii). (c) If there is a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Notes and, subject to applicable law and Section 2.2(d), may, among other things, (i) retain such Notes or their Proceeds in full satisfaction of the Trust’s obligations under the Stock Purchase Contracts or (ii) sell such Notes in one or more public or private sales as permitted by applicable lawor otherwise, in order to satisfy the Trust’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts to the extent not satisfied out of the Proceeds at maturity of the Pledged Treasury Securities. (d) The obligations of the Trust to pay the purchase price in respect of the Stock Purchase Contracts are non-recourse obligations and are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Trust or assignment of the Bank of America Wachovia Deposit as set forth in this Section 2.2, and in no event will the Property Trustee be liable for any deficiency between the Proceeds of the disposition of Collateral and the purchase price in respect of the Stock Purchase Contracts. (e) The Company shall not be obligated to cause the issuance of any share of Preferred Stock in respect of a Stock Purchase Contract or deliver any certificate certificates therefor to the Property Trustee unless the Company shall have received payment for the share of Preferred Stock to be purchased thereunder in the manner herein set forth.

Purchase of Preferred Stock; Payment of Purchase Price. (a) Each Stock Purchase Contract shall obligate the Issuer Trust (acting through the Property Trustee) to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to the Stated Amount, one share of Preferred Stock, unless a Termination Event shall have occurredoccurred or the Company shall have redeemed all of the Junior Subordinated Debentures prior to the Stock Purchase Date in accordance with the Indenture. (b) If there has been a Successful Remarketing, the The Issuer Trust will satisfy its obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts out of (i) the Proceeds at maturity of the Pledged Treasury Securities and (ii) to the extent of the excess of the purchase price over the amount of the Proceeds at maturity of the Pledged Treasury Securities, the Bank of America Deposit; provided that in the event that a receiver has been appointed for the purpose of liquidating or winding up the affairs of The Bank of New York while The Bank of New York is holding the Bank of America Deposit, in lieu of payment of the Bank of America Deposit the Trust shall cause the Collateral Agent to assign its rights in the Bank of America Deposit to the Company on the Stock Purchase Date to the extent of such amount required in full satisfaction of the Trust’s obligation to pay the Bank of America Deposit pursuant to this clause (ii). (c) If there is a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Notes Pledged Junior Subordinated Debentures and, subject to applicable law and Section 2.2(d), may, among other things, (i) retain such Notes Pledged Junior Subordinated Debentures or their Proceeds in full satisfaction of the Issuer Trust’s obligations under the Stock Purchase Contracts or (ii) sell such Notes Pledged Junior Subordinated Debentures in one or more public or private sales as permitted by applicable law, in order to satisfy the Issuer Trust’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts to the extent not satisfied out of the Proceeds at maturity of the Pledged Treasury Securities. (d) The obligations of the Issuer Trust to pay the purchase price in respect of the Stock Purchase Contracts are non-recourse obligations and are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Issuer Trust assignment of the Bank of America Deposit as set forth in this Section 2.2, and in no event will the Property Trustee be liable for any deficiency between the Proceeds of the disposition of Collateral and the purchase price in respect of the Stock Purchase Contracts. (e) The Company shall not be obligated to cause the issuance of any share of Preferred Stock in respect of a Stock Purchase Contract or deliver any certificate certificates therefor to the Property Trustee unless the Company shall have received payment for the share of Preferred Stock to be purchased thereunder in the manner herein set forth.

Purchase of Preferred Stock; Payment of Purchase Price. (a) Each Stock Purchase Contract shall obligate the Issuer Trust (acting through the Property Trustee) to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to the Stated Amount, one a Pro Rata Interest in a share of Preferred Stock, unless a Termination Event shall have occurred. (b) If there has been a Successful Remarketing, the Issuer Trust will satisfy its obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts out of (i) the Proceeds at maturity of the Pledged Treasury Securities and (ii) to the extent of the excess of the purchase price over the amount of the Proceeds at maturity of the Pledged Treasury Securities, the SunTrust Bank of America Deposit; provided that in the event that a receiver has been appointed for the purpose of liquidating or winding up the affairs of The SunTrust Bank of New York while The SunTrust Bank of New York is holding the SunTrust Bank of America Deposit, in lieu of payment of the SunTrust Bank of America Deposit the Issuer Trust shall cause the Collateral Agent to assign its rights in the SunTrust Bank of America Deposit to the Company on the Stock Purchase Date to the extent of such amount required in full satisfaction of the Issuer Trust’s obligation to pay the SunTrust Bank of America Deposit pursuant to this clause (ii). (c) If there is a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Notes and, subject to applicable law and Section 2.2(d), may, among other things, (i) retain such Notes or their Proceeds in full satisfaction of the Issuer Trust’s obligations under the Stock Purchase Contracts or (ii) sell such Notes in one or more public or private sales as permitted by applicable law, in order to satisfy the Issuer Trust’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts to the extent not satisfied out of the Proceeds at maturity of the Pledged Treasury Securities. (d) The obligations of the Issuer Trust to pay the purchase price in respect of the Stock Purchase Contracts are non-recourse obligations and are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Issuer Trust and the assignment of the SunTrust Bank of America Deposit as set forth in this Section 2.2, and in no event will the Property Trustee be liable for any deficiency between the Proceeds of the disposition of Collateral and the purchase price in respect of the Stock Purchase Contracts. (e) The Company shall not be obligated to cause the issuance of any Pro Rata Interest in a share of Preferred Stock in respect of a Stock Purchase Contract or deliver any certificate certificates therefor to the Property Trustee unless the Company shall have received payment for the share of Preferred Stock such interest to be purchased thereunder in the manner herein set forth.

Purchase of Preferred Stock; Payment of Purchase Price. (a) Each Stock Purchase Contract shall obligate the Trust (acting through the Property Trustee) to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to the Stated Amount, one share of Preferred Stock, unless a Termination Event shall have occurred. (b) If there has been a Successful Remarketing, the Trust will satisfy its obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts out of (i) the Proceeds at maturity of the Pledged Treasury Securities and (ii) to the extent of the excess of the purchase price over the amount of the Proceeds at maturity of the Pledged Treasury Securities, the U.S. Bank of America Deposit; provided that in the event that a receiver has been appointed for the purpose of liquidating or winding up the affairs of The U.S. Bank of New York National Association while The U.S. Bank of New York National Association is holding the U.S. Bank of America Deposit, in lieu of payment of the U.S. Bank of America Deposit the Trust shall cause the Collateral Agent to assign its rights in the U.S. Bank of America Deposit to the Company on the Stock Purchase Date to the extent of such amount required in full satisfaction of the Trust’s obligation to pay the U.S. Bank of America Deposit pursuant to this clause (ii). (c) If there is a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Notes and, subject to applicable law and Section 2.2(d), may, among other things, (i) retain such Notes or their Proceeds in full satisfaction of the Trust’s obligations under the Stock Purchase Contracts or (ii) sell such Notes in one or more public or private sales as permitted by applicable law, in order to satisfy the Trust’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts to the extent not satisfied out of the Proceeds at maturity of the Pledged Treasury Securities. (d) The obligations of the Trust to pay the purchase price in respect of the Stock Purchase Contracts are non-recourse obligations and are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Trust assignment of the U.S. Bank of America Deposit as set forth in this Section 2.2, and in no event will the Property Trustee be liable for any deficiency between the Proceeds of the disposition of Collateral and the purchase price in respect of the Stock Purchase Contracts. (e) The Company shall not be obligated to cause the issuance of any share of Preferred Stock in respect of a Stock Purchase Contract or deliver any certificate certificates therefor to the Property Trustee unless the Company shall have received payment for the share of Preferred Stock to be purchased thereunder in the manner herein set forth.