Common use of Recreation of Corporate Units Clause in Contracts

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account Notes having an aggregate principal amount equal to the aggregate principal amount at maturity of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon confirmation that the Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, at any time on or prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Senior Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer transferring to the Collateral Agent Securities Intermediary, for credit to the Collateral Account Account, Senior Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Senior Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Senior Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Senior Notes will be pledged as a component of the Corporate Units, a Holder of Treasury Units may, at any time on or prior to the Company through second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities with respect to such Treasury Units, but only in multiples of 4,000 Treasury Units. In such an event, the Holder shall Transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent shall request the Collateral Agent to secure such Holder’s obligation instruct the Securities Intermediary to purchase shares of Common Stock under release and Transfer to the related Purchase Contract. Holder the Pledged Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto or Applicable Ownership Interests in the Treasury Portfolio delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities from the Pledge and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, and subject to the limitations on a Collateral Substitution in connection with an Early Remarketing, as set forth in Section 5.02 below, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, Agreement and prior to 4:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date (other than during a Blackout the Restricted Period or after following a Successful Early Remarketing); provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. In no event may a Holder of Treasury Units effect a Collateral Substitution following a Successful Early Remarketing. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account Notes or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released, which must be and purchased in the open market at such Holder’s expense unless otherwise owned by such Holder; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon confirmation that the Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing and shall promptly instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in Section 5.03 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, (other than during a Blackout Period or after a Successful RemarketingPeriod) in accordance with the procedures set forth below; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, for each 40 Treasury Units the Holder must: (1i) Transfer transfer to the Collateral Agent for credit to Securities Intermediary the Collateral Account Notes applicable Debentures of each series having an aggregate principal amount equal to the aggregate principal amount at maturity a Principal Amount of the Pledged Treasury Securities to be released$1,000; and (2ii) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C heretoC, (A) stating that the Holder has transferred the relevant amount of each series of applicable Debentures and (B) instructing the Purchase Contract Agent to instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Notes Debentures described in clauses (i) above and the instruction described in clause (1B) above have been credited to above, in accordance with the Collateral Account and receipt terms of the instruction from the Purchase Contract Agent described in clause (2) abovePledge Agreement, the Collateral Agent shall promptly will cause the Securities Intermediary to effect the release such of the Pledged Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge by directing and the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, on behalf of the Holder free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created herebysecurity interest therein. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the applicable Qualifying Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Stock Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, other than any fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) . Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash SettlementSettlement with Cash, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Stock Purchase Contract underlying a Treasury Unit Units remains in effect, such Treasury Unit Units shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit Units in respect of the interest interests in the applicable Qualifying Treasury Security Securities and the Stock Purchase Contract composing comprising such Treasury Unit Units may be acquired, and may be transferred and exchanged, only as a Treasury UnitUnits.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after until 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder mustElection Date by: (1) Transfer providing notice to the Collateral Agent for credit Purchase Contract Agent, substantially in the form of Exhibit C hereto, of such Holder's intention to the Collateral Account Notes having an aggregate principal amount equal to the aggregate principal amount at maturity of the Pledged Treasury Securities to be released; andcreate Corporate Units; (2) Transfer for each Treasury Unit such Holder wishes to substitute, transferring 20 Debt Securities to the Securities Intermediary which shall then (y) deposit such Debt Securities in the Collateral Account under the Pledge Agreement and instruct the Collateral Agent to hold such Debt Securities as Collateral and (z) instruct the Collateral Agent to release to such Holder the Treasury Security formerly subject to the Pledge; (3) transferring the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C D hereto, (i) stating that the Holder has transferred the relevant amount of Debt Securities to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities relating to such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement; and (4) paying to the Collateral Agent any fees or expenses incurred in connection with the recreation of Corporate Units; provided that, Holders of Treasury Units may recreate Corporate Units in integral multiples of 20 Treasury Units for 20 Corporate Units. Under no circumstance may a Holder of Treasury Units recreate Corporate Units after the Election Date. Upon confirmation that receipt of the Notes Debt Securities described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly cause the Securities Intermediary to effect the release of such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged to Company's security interest therein, and the Company through the Collateral Agent to secure transfer of such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created herebyHolder thereof. Upon receipt of such Treasury Securitiesthereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units;; and (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying relating to a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/20 of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after until 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder mustElection Date by: (1) Transfer providing notice to the Collateral Agent for credit Purchase Contract Agent, substantially in the form of Exhibit C hereto, of such Holder’s intention to the Collateral Account Notes having an aggregate principal amount equal to the aggregate principal amount at maturity of the Pledged Treasury Securities to be released; andcreate Corporate Units; (2) Transfer for each Treasury Unit such Holder wishes to substitute, transferring 20 Debt Securities to the Securities Intermediary which shall then (y) deposit such Debt Securities in the Collateral Account under the Pledge Agreement and instruct the Collateral Agent to hold such Debt Securities as Collateral and (z) instruct the Collateral Agent to release to such Holder the Treasury Security formerly subject to the Pledge; (3) transferring the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C D hereto, (i) stating that the Holder has transferred the relevant amount of Debt Securities to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities relating to such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement; and (4) paying to the Collateral Agent any fees or expenses incurred in connection with the recreation of Corporate Units; provided that, Holders of Treasury Units may recreate Corporate Units in integral multiples of 20 Treasury Units for 20 Corporate Units. Under no circumstance may a Holder of Treasury Units recreate Corporate Units after the Election Date. Upon confirmation that receipt of the Notes Debt Securities described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly cause the Securities Intermediary to effect the release of such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged to Company’s security interest therein, and the Company through the Collateral Agent to secure transfer of such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created herebyHolder thereof. Upon receipt of such Treasury Securitiesthereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units;; and (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying relating to a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/20 of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account Notes having an aggregate principal amount equal to the aggregate principal amount at maturity of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall (in accordance with the instructions provided for in the aforementioned notice from the Holder) promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon confirmation that the Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such HolderHolder as instructed by such Holder to the Purchase Contract Agent in accordance with the terms provided for herein, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such HolderHolder as instructed by such Holder to the Purchase Contract Agent in accordance with the terms provided for herein, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) cause the Collateral Agent to deliver Corporate Units in book-entry form or, if applicable, cause the Collateral Agent to deliver the Corporate Units to the Purchase Contract Agent, upon receipt of which the Purchase Contract Agent shall authenticate, execute on behalf of such Holder as the attorney-in-fact of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent nor the Collateral Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful RemarketingAgreement and prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent Securities Intermediary for credit to the Collateral Account Senior Notes or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H I hereto. Upon confirmation that the Senior Notes described in clause (1) above have or security entitlements with respect thereto has been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing and shall instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I J hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer Transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses expenses, (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) If Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Senior Notes as a component of the Corporate Units and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may at any time from and after the date of this Agreement and prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date substitute the Pledged Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities included in such Treasury Units, but only in multiples of [•] Treasury Units. In such an event, the Holder shall Transfer Applicable Ownership Interests in the Treasury Portfolio having a Value equal to the aggregate Value of the Treasury Securities for which substitution is being made to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent, Collateral Agent and Securities Intermediary shall effect a Collateral Substitution and release the Pledged Applicable Ownership Interests in the Treasury Portfolio from the Pledge in the manner set forth in clause (a) above. (c) Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, and subject to the limitations on a Collateral Substitution in connection with an Early Remarketing, as set forth in Section 5.02 below, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, Agreement and prior to 4:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date (other than during a Blackout Period or after a Successful Remarketingthe Restricted Period); provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account Notes or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released, which must be purchased in the open market at such Holder’s expense unless otherwise owned by such Holder; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon confirmation that the Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing and shall promptly instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in Section 5.03 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit. (c) Notwithstanding the foregoing, if the Treasury Portfolio has replaced the Notes underlying the Corporate Units, holders of Treasury Units will have the right, at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, to substitute the Applicable Ownership Interests in the Treasury Portfolio for the Treasury Securities that were a component of the Treasury Units, but Holders of Treasury Units can only make this substitution in integral multiples of 800 Treasury Units (or such other number of Corporate Units as may be determined by the Remarketing Agent(s) upon a Successful Remarketing of Notes, which number shall be provided to a Holder by the Company at the request of such Holder). In such instance, the provisions of this Section 3.14 shall apply mutatis mutandis; provided that references in this Section 3.13 to “Notes” shall be deemed references to “the applicable pro rata portion of the Treasury Portfolio.”

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of a Treasury Units may effect a Collateral Substitution and Unit may, at any time on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Three-Day Remarketing Period, recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to by depositing with the Collateral Agent for credit to Debentures underlying the Collateral Account Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as applicable, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Pledged Treasury Securities comprising part of the Treasury Unit in accordance with this Section 3.14; provided, however, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as components of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Unless a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption has previously occurred, Holders of Treasury Units shall not be releasedpermitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three-Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three-Day Remarketing Period or, if none of the Remarketings during such Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three-Day Remarketing Period. Holders of Treasury Units may make Collateral Substitutions and establish Corporate Units (i) only in integral multiples of 20 Treasury Units if Treasury Securities are being replaced by Applicable Ownership Interests in Debentures, or (ii) only in integral multiples of 4,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date) if any Treasury Security is being replaced by the Applicable Ownership Interest in the Treasury Portfolio. To create 20 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or 4,000 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of the Corporate Units as a result of a Successful Remarketing) or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date, the Treasury Unit Holder shall: (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as components of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debentures, which Debentures must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as components of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent the DB1/ 132079547.5 Applicable Ownership Interest in the Treasury Portfolio for each 4,000 Corporate Units being created by the Holder, and having an aggregate principal amount of $200,000, which Applicable Ownership Interest in the Treasury Portfolio must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; and (2c) in each case, Transfer and surrender the related 20 Treasury Units, or in the event the Treasury Portfolio is a component of Corporate Units, 4,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit C heretoB to the Pledge Agreement, stating that the Holder has Transferred the relevant amount of Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoA to the Pledge Agreement. Upon confirmation that receipt of the Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (1a) or (b) above have been credited to and the Collateral Account and receipt of the instruction from the Purchase Contract Agent instructions described in clause (2c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will release such Pledged the Treasury Securities having a corresponding aggregate principal amount from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Agent, on behalf of the Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units security interest therein, and upon receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, thereof the Purchase Contract Agent shall promptly: (i) cancel the related Treasury UnitsUnits surrendered and Transferred; (ii) transfer Transfer the Treasury Securities that had been components of such Treasury Units to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder Xxxxxx and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units separate Treasury Securities from the related Purchase Contracts and to substitute the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . In the event a Holder making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book-entry transfer of the Treasury Units or fails to deliver a Treasury Unit Certificate to the Purchase Contract Agent after depositing the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Treasury Unit Certificate, and any interest on such Treasury Securities, shall be held in the name of the Purchase Contract Agent or its nominee in DB1/ 132079547.5 trust for the benefit of such Holder, until such Treasury Unit Certificate is so Transferred or the Treasury Unit is so delivered, or until such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred Transferred and exchanged, only as a an entire Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, at any time on or prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Senior Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer transferring to the Collateral Agent Securities Intermediary, for credit to the Collateral Account Account, Senior Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Senior Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Senior Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Senior Notes will be pledged as a component of the Corporate Units, a Holder of Treasury Units may, at any time on or prior to the Company through second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities with respect to such Treasury Units, but only in multiples of 40 Treasury Units. In such an event, the Holder shall Transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent shall request the Collateral Agent to secure such Holder’s obligation instruct the Securities Intermediary to purchase shares of Common Stock under release and Transfer to the related Purchase Contract. Holder the Pledged Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto or Applicable Ownership Interests in the Treasury Portfolio delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of a Treasury Units may effect a Collateral Substitution and Unit may, at any time on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Three-Day Remarketing Period, recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to by depositing with the Collateral Agent for credit to Debentures underlying the Collateral Account Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as applicable, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Pledged Treasury Securities comprising part of the Treasury Unit in accordance with this Section 3.14; provided, however, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Unless a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption has previously occurred, Holders of Treasury Units shall not be releasedpermitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three-Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three-Day Remarketing Period or, if none of the Remarketings during such Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three-Day Remarketing Period. Holders of Treasury Units may make Collateral Substitutions and establish Corporate Units (i) only in integral multiples of 20 Treasury Units if Treasury Securities are being replaced by Applicable Ownership Interests in Debentures, or (ii) only in integral multiples of _____ Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date) if any Treasury Security is being replaced by the Applicable Ownership Interest in the Treasury Portfolio. To create 20 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or _____ Corporate Units (if a Mandatory Redemption or a Special Event Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of the Corporate Units as a result of a Successful Remarketing) or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date, the Treasury Unit Holder shall: (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debentures, which Debentures must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent the Applicable Ownership Interest in the Treasury Portfolio for each _____ Corporate Units being created by the Holder, and having an aggregate principal amount of $________, which Applicable Ownership Interest in the Treasury Portfolio must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; and (2c) in each case, Transfer and surrender the related 20 Treasury Units, or in the event the Treasury Portfolio is a component of Corporate Units, _____ Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit C heretoB to the Pledge Agreement, stating that the Holder has Transferred the relevant amount of Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoA to the Pledge Agreement. Upon confirmation that receipt of the Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (1a) or (b) above have been credited to and the Collateral Account and receipt of the instruction from the Purchase Contract Agent instructions described in clause (2c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will release such Pledged the Treasury Securities having a corresponding aggregate principal amount from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Agent, on behalf of the Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units security interest therein, and upon receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, thereof the Purchase Contract Agent shall promptly: (i) cancel the related Treasury UnitsUnits surrendered and Transferred; (ii) transfer Transfer the Treasury Securities that had been components of such Treasury Units to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units separate Treasury Securities from the related Purchase Contracts and to substitute the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . In the event a Holder making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book-entry transfer of the Treasury Units or fails to deliver a Treasury Unit Certificate to the Purchase Contract Agent after depositing the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Treasury Unit Certificate, and any interest on such Treasury Securities, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Treasury Unit Certificate is so Transferred or the Treasury Unit is so delivered, or until such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred Transferred and exchanged, only as a an entire Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account Notes having an aggregate principal amount equal to the aggregate principal amount at maturity of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall (in accordance with the instructions provided for in the aforementioned notice from the Holder) promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon confirmation that the Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such HolderHolder as instructed by such Holder to the Purchase Contract Agent in accordance with the terms provided for herein, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company Corporation through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock Shares under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such HolderHolder as instructed by such Holder to the Purchase Contract Agent in accordance with the terms provided for herein, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) cause the Collateral Agent to deliver Corporate Units in book-entry form or, if applicable, cause the Collateral Agent to deliver the Corporate Units to the Purchase Contract Agent, upon receipt of which the Purchase Contract Agent shall authenticate, execute on behalf of such Holder as the attorney-in-fact of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company Corporation in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company Corporation nor the Purchase Contract Agent nor the Collateral Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Subordinated Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful RemarketingAgreement and prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent Securities Intermediary for credit to the Collateral Account Subordinated Notes or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H I hereto. Upon confirmation that the Subordinated Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing and shall promptly instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I J hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Subordinated Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer Transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) If Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Subordinated Notes as a component of the Corporate Units and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may at any time from and after the date of this Agreement and prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date substitute the Pledged Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities included in such Treasury Units, but only in multiples of [ ] Treasury Units. In such an event, the Holder shall Transfer Applicable Ownership Interests in the Treasury Portfolio having a Value equal to the aggregate Value of the Treasury Securities for which substitution is being made to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent, Collateral Agent and Securities Intermediary shall effect a Collateral Substitution and release the Pledged Applicable Ownership Interests in the Treasury Portfolio from the Pledge in the manner set forth in clause (a) above. (c) Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, and subject to the limitations on a Collateral Substitution in connection with an Optional Remarketing, as set forth in Section 5.02(a), a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a the Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account Notes having an aggregate principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released, which must be purchased in the open market at such Holder’s expense unless otherwise owned by such Holder; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon confirmation that the Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject So long as the Treasury Portfolio has not replaced the Notes as a component of the Corporate Units, at any time prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 _____Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer Transferring to the Collateral Agent Agent, for credit to the Collateral Account Account, Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Notes will be pledged represented by the Corporate Units, a Holder may, at any time on or prior to the Company through second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities, but only in multiples of ______ Treasury Units. In such an event, the Holder shall Transfer to the Collateral Agent the Applicable Ownership Interests in the Treasury Portfolio in an amount such that the aggregate principal amount at maturity of the portion of such Applicable Ownership Interests specified in clause (i) of the definition of such term is equal to the aggregate Stated Amount of the Purchase Contracts underlying such Treasury Units, and the Purchase Contract Agent shall instruct the Collateral Agent to secure such release the Pledge of, and transfer to the Holder’s obligation to purchase shares of Common Stock under , the related Purchase Contract. appropriate Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities or Applicable Ownership Interests in the Treasury Portfolio and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing will cause the Securities Intermediary by a notice, substantially in to effect the form release of Exhibit I hereto, to Transfer such Pledged the Treasury Securities to having a corresponding aggregate principal amount at maturity from the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged to Company's security interest therein, and the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, free and clear on behalf of the Pledge created herebyHolder. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. . If the Treasury Portfolio has replaced the Notes as a component of the Corporate Units, a Holder may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute the Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities, but only in multiples of 80,000 Treasury Units. In such an event, the Holder shall Transfer to the Collateral Agent the Applicable Ownership Interests in the Treasury Portfolio in an amount such that the aggregate principal amount at maturity of the portion of such Applicable Ownership Interests specified in clause (bi) of the definition of such term is equal to the aggregate Stated Amount of the Purchase Contracts underlying such Treasury Units, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of, and transfer to the Holder, the appropriate Treasury Securities in the manner set forth above. Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/40 of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, at any time prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Senior Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer Transferring to the Collateral Agent Securities Intermediary for credit to the Collateral Account Senior Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Senior Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Senior Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Senior Notes will be pledged as a component of the Corporate Units, a Holder of Treasury Units may, at any time on or prior to the Company through second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities with respect to such Treasury Units, but only in multiples of 40,000 Treasury Units. In such an event, the Holder shall Transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent shall request the Collateral Agent to secure such Holder’s obligation instruct the Securities Intermediary to purchase shares of Common Stock under release and Transfer to the related Purchase Contract. Holder the Pledged Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto or Applicable Ownership Interests in the Treasury Portfolio delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Subordinated Notes as a component of the Corporate Units, at any time prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Subordinated Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 ___ Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer Transferring to the Collateral Agent Securities Intermediary for credit to the Collateral Account Subordinated Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Subordinated Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Subordinated Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Subordinated Notes will be pledged as a component of the Corporate Units, a Holder of Treasury Units may, at any time on or prior to the Company through second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities with respect to such Treasury Units, but only in multiples of ________ Treasury Units. In such an event, the Holder shall Transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent shall request the Collateral Agent to secure such Holder’s obligation instruct the Securities Intermediary to purchase shares of Common Stock under release and Transfer to the related Purchase Contract. Holder the Pledged Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Subordinated Notes or security entitlements with respect thereto or Applicable Ownership Interests in the Treasury Portfolio delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, at any time prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Senior Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer Transferring to the Collateral Agent Securities Intermediary for credit to the Collateral Account Senior Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Senior Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Senior Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Senior Notes will be pledged as a component of the Corporate Units, a Holder of Treasury Units may, at any time on or prior to the Company through second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities with respect to such Treasury Units, but only in multiples of 20,000 Treasury Units. In such an event, the Holder shall Transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent shall request the Collateral Agent to secure such Holder’s obligation instruct the Securities Intermediary to purchase shares of Common Stock under release and Transfer to the related Purchase Contract. Holder the Pledged Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto or Applicable Ownership Interests in the Treasury Portfolio delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, and subject to the limitations on a Collateral Substitution in connection with an Optional Remarketing, as set forth in Section 5.02(a)(i) below, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful RemarketingPeriod; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 10 Treasury Units. To recreate Corporate Units, the Holder must: (1i) Transfer to the Collateral Agent Agent, for credit to the Collateral Account Notes having an aggregate principal amount Account, a number of shares of Convertible Preferred Stock or security entitlements with respect thereto equal to the aggregate principal amount at maturity number of the Pledged Treasury Securities Corporate Units to be releasedcreated divided by 10; and (2ii) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C D hereto, whereupon the Purchase Contract Agent shall promptly provide an a direction and instruction to such effect to the Collateral AgentAgent in writing, substantially in the form of Exhibit H K hereto. Upon confirmation that the Notes shares of Convertible Preferred Stock described in clause (1i) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the written instruction from the Purchase Contract Agent described in clause (2ii) above, the Collateral Agent shall promptly (i) release such Pledged the related Treasury Securities from the Pledge by directing and (ii) instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I L hereto, to Transfer such Pledged the Treasury Securities described above to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes Convertible Preferred Stock will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes shares of Convertible Preferred Stock or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities described above to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Notwithstanding anything to the contrary herein, the Securities Intermediary and the Collateral Agent shall take no action to release such Treasury Security from the Pledge unless and until the direction is provided by the Purchase Contract Agent substantially in the form of Exhibit K hereto. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (iA) cancel the related Treasury Units; (iiB) transfer Transfer the Treasury Securities to the Holder; and (iiiC) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral AgentAgent and its counsel), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in Section 5.02 or in this Section 3.14 3.15(a) or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to the date close of this Agreementbusiness on the second Business Day immediately preceding the Purchase Contract Settlement Date (except as provided in clause (c) below), other than during a Blackout Period or after a Successful Remarketingby substituting for Treasury Securities included in such Treasury Units, the Applicable Ownership Interests in Senior Notes in an aggregate principal amount equal to the aggregate principal amount at maturity of such Treasury Securities; provided that Holders of Treasury Units may only recreate such Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to deposit with the Collateral Agent for credit to the Collateral Account Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Senior Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will cause the Securities Intermediary to effect the release such of the Pledged Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged to Company’s security interest therein, and the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, free and clear on behalf of the Pledge created herebyHolder. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) If the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, a Holder of Treasury Units may at any time on or prior to the close of business on the second Business Day immediately preceding the Purchase Contract Settlement Date (except as provided in clause (c) below) substitute for Treasury Securities included in such Treasury Units, Applicable Ownership Interests in the Treasury Portfolio in an aggregate principal amount at maturity equal to the aggregate principal amount of U.S. treasury securities at maturity included in the Applicable Ownership Interests in the Treasury Portfolio, but only in multiples of 360,000 Treasury Units. In such an event, the Holder shall transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder the Pledged Treasury Securities in the manner set forth above. (c) Notwithstanding the foregoing, a Holder shall not have the right to effect a Collateral Substitution during the period beginning on the Business Day immediately preceding the Initial Remarketing Date and ending on the Remarketing Settlement Date. (d) Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/20 of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of a Treasury Units may effect a Collateral Substitution and Unit may, at any time on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Three‑Day Remarketing Period, recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to by depositing with the Collateral Agent for credit to Debentures underlying the Collateral Account Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as applicable, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Pledged Treasury Securities comprising part of the Treasury Unit in accordance with this Section 3.14; provided, however, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Unless a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption has previously occurred, Holders of Treasury Units shall not be releasedpermitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three‑Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three‑Day Remarketing Period or, if none of the Remarketings during such Three‑Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three‑Day Remarketing Period. Holders of Treasury Units may make Collateral Substitutions and establish Corporate Units (i) only in integral multiples of 20 Treasury Units if Treasury Securities are being replaced by Applicable Ownership Interests in Debentures, or (ii) only in integral multiples of 8,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date) if any Treasury Security is being replaced by the Applicable Ownership Interest in the Treasury Portfolio. To create 20 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or 8,000 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of the Corporate Units as a result of a Successful Remarketing) or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date, the Treasury Unit Holder shall (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debentures, which Debentures must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent the Applicable Ownership Interest in the Treasury Portfolio for each 8,000 Corporate Units being created by the Holder, and having an aggregate principal amount of $400,000, which Applicable Ownership Interest in the Treasury Portfolio must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; and (2c) in each case, Transfer and surrender the related 20 Treasury Units, or in the event the Treasury Portfolio is a component of Corporate Units, 8,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit C heretoB to the Pledge Agreement, stating that the Holder has Transferred the relevant amount of Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoA to the Pledge Agreement. Upon confirmation that receipt of the Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (1a) or (b) above have been credited to and the Collateral Account and receipt of the instruction from the Purchase Contract Agent instructions described in clause (2c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will release such Pledged the Treasury Securities having a corresponding aggregate principal amount from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Agent, on behalf of the Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units security interest therein, and upon receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, thereof the Purchase Contract Agent shall promptly: (i) cancel the related Treasury UnitsUnits surrendered and Transferred; (ii) transfer Transfer the Treasury Securities that had been components of such Treasury Units to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units separate Treasury Securities from the related Purchase Contracts and to substitute the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . In the event a Holder making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book‑entry transfer of the Treasury Units or fails to deliver a Treasury Unit Certificate to the Purchase Contract Agent after depositing the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Treasury Unit Certificate, and any interest on such Treasury Securities, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Treasury Unit Certificate is so Transferred or the Treasury Unit is so delivered, or until such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred Transferred and exchanged, only as a an entire Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, and subject to the limitations on a Collateral Substitution in connection with an Optional Remarketing, as set forth in Section 5.02(a)(i) below, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful RemarketingPeriod; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 10 Treasury Units. To recreate Corporate Units, the Holder must: (1i) Transfer to the Collateral Agent Agent, for credit to the Collateral Account Notes having an aggregate principal amount Account, a number of shares of Convertible Preferred Stock or security entitlements with respect thereto equal to the aggregate principal amount at maturity number of the Pledged Treasury Securities Corporate Units to be releasedcreated divided by 10; and (2ii) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C D hereto, whereupon the Purchase Contract Agent shall promptly provide an a direction and instruction to such effect to the Collateral AgentAgent in writing, substantially in the form of Exhibit H K hereto. Upon confirmation that the Notes shares of Convertible Preferred Stock described in clause (1(i)) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the written instruction from the Purchase Contract Agent described in clause (2(ii)) above, the Collateral Agent shall promptly (i) release such Pledged the related Treasury Securities from the Pledge by directing and (ii) instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I L hereto, to Transfer such Pledged the Treasury Securities described above to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes Convertible Preferred Stock will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes shares of Convertible Preferred Stock or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities described above to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Notwithstanding anything to the contrary herein, the Securities Intermediary and the Collateral Agent shall take no action to release such Treasury Security from the Pledge unless and until the direction is provided by the Purchase Contract Agent substantially in the form of Exhibit K hereto. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (iA) cancel the related Treasury Units; (iiB) transfer Transfer the Treasury Securities to the Holder; and (iiiC) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral AgentAgent and its counsel), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 5.02 or in Section 3.14(a) or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject So long as the Treasury Portfolio has not replaced the Senior Notes represented by the Corporate Units, at any time prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Warrant Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Senior Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer Transferring to the Collateral Agent Securities Intermediary for credit to the Collateral Account Senior Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent , accompanied by a notice notice, substantially in the form of Exhibit C to the Purchase Contract AgentWarrant Agreement, whereupon the Warrant Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Purchase Contract Agent shall promptly provide an instruction to such effect Senior Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Warrant Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Senior Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Warrant Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Senior Notes will be pledged represented by the Corporate Units, a Holder may, at any time on or prior to the Company through second Business Day immediately preceding the Warrant Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities, but only in multiples of 4,000 Treasury Units. In such an event, the Holder shall Transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, for credit to the Collateral Account, and the Warrant Agent shall request the Collateral Agent to secure such Holder’s obligation instruct the Securities Intermediary to purchase shares of Common Stock under release and transfer to the related Purchase Contract. Holder the appropriate Pledged Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities or Applicable Ownership Interests in the Treasury Portfolio and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Warrant Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, and subject to the limitations on a Collateral Substitution in connection with an Optional Remarketing, as set forth in Section 5.02(a) below, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful RemarketingPeriod; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 10 Treasury Units. To recreate Corporate Units, the Holder must: (1i) Transfer to the Collateral Agent Agent, for credit to the Collateral Account Notes having an aggregate principal amount Account, a number of shares of Convertible Preferred Stock or security entitlements with respect thereto equal to the aggregate principal amount at maturity number of the Pledged Treasury Securities Corporate Units to be releasedcreated divided by 10; and (2ii) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C D hereto, whereupon the Purchase Contract Agent shall promptly provide an a direction and instruction to such effect to the Collateral AgentAgent in writing, substantially in the form of Exhibit H K hereto. Upon confirmation that the Notes shares of Convertible Preferred Stock described in clause (1i) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the written instruction from the Purchase Contract Agent described in clause (2ii) above, the Collateral Agent shall promptly (i) release such Pledged the related Treasury Securities from the Pledge by directing and (ii) instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I L hereto, to Transfer such Pledged the Treasury Securities described above to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes Convertible Preferred Stock will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes shares of Convertible Preferred Stock or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities described above to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Notwithstanding anything to the contrary herein, the Securities Intermediary and the Collateral Agent shall take no action to release such Treasury Security from the Pledge unless and until the direction is provided by the Purchase Contract Agent substantially in the form of Exhibit K hereto. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (iA) cancel the related Treasury Units; (iiB) transfer Transfer the Treasury Securities to the Holder; and (iiiC) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral AgentAgent and its counsel), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in Section 5.02 or in this Section 3.14 3.15 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, at any time on or prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementseventh Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Senior Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer transferring to the Collateral Agent Securities Intermediary, for credit to the Collateral Account Account, Senior Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Senior Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Senior Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Senior Notes will be pledged as a component of the Corporate Units, a Holder of Treasury Units may, at any time on or prior to the Company through second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities with respect to such Treasury Units, but only in multiples of 4,000 Treasury Units. In such an event, the Holder shall Transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent shall request the Collateral Agent to secure such Holder’s obligation instruct the Securities Intermediary to purchase shares of Common Stock under release and Transfer to the related Purchase Contract. Holder the Pledged Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto or Applicable Ownership Interests in the Treasury Portfolio delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities from the Pledge and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes underlying the Corporate Units, and subject to the conditions set forth in this AgreementAgreement and to the last sentence of this paragraph, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m., New York City time, on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingseventh Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent Securities Intermediary for credit to the Collateral Account Senior Notes or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Collateral Agent and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoI hereto stating that such Holder has Transferred the Pledged Senior Notes or security entitlements with respect thereto to the Securities Intermediary for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units. Unless a Successful Remarketing of the Senior Notes or a Tax Event Redemption has previously occurred, Holders of Treasury Units shall not be permitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three-Day Remarketing Period and ending on and including the Reset Date relating to a Successful Remarketing or, if none of the Remarketings during such Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three-Day Remarketing Period. Upon confirmation that the Senior Notes described in clause (1) above have or security entitlements with respect thereto has been credited to the Collateral Account and receipt of the instruction from to the Purchase Contract Collateral Agent to the Collateral Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing and shall instruct the Securities Intermediary by a notice, notice substantially in the form of Exhibit I hereto, J hereto to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the appropriate Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer Transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses expenses, (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) If the Treasury Portfolio has replaced the Senior Notes underlying the Corporate Units, a Holder of Treasury Units may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute the Pledged Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities, but only in multiples of 12,800 Treasury Units or such other number of Treasury Units as may be determined by the Remarketing Agent following a Successful Remarketing of the Senior Notes if the Reset Date is not a Payment Date. In addition, if the Corporate Units are reestablished following a Reset Date which is not also a Payment Date but prior to the close of business on the Record Date related to the Payment Date next succeeding such Reset Date, the Holder shall deposit with the Securities Intermediary for credit to the Collateral Account cash in an amount equal to the interest accrued on the Senior Notes that would have been a component of the Corporate Units to be created from the Payment Date next preceding the Reset Date to but excluding the Reset Date. In such an event, the Holder shall Transfer the appropriate Applicable Ownership Interests in the Treasury Portfolio having a Value equal to the aggregate Value of the Treasury Securities for which substitution is being made to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent, Collateral Agent and Securities Intermediary shall effect a Collateral Substitution for the Pledged Applicable Ownership Interests from the Pledge in the manner set forth in clause Section 3.14 above. (c) Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/20, or 5.00%, of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Senior Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing will cause the Securities Intermediary by a notice, substantially in to effect the form release of Exhibit I hereto, to Transfer such Pledged the Treasury Securities to having a corresponding aggregate principal amount at maturity from the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged to Company's security interest therein, and the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, free and clear on behalf of the Pledge created herebyHolder. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account Notes having an aggregate principal amount equal to the aggregate principal amount at maturity of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. If the Treasury Units are represented by a Global Certificate, the Holder must comply with Applicable Procedures to recreate Corporate Units. Upon confirmation that the Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. If the Treasury Units are represented by a Global Certificate, the Purchase Contract Agent shall make such transfer and delivery in accordance with Applicable Procedures. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of a Treasury Units may effect a Collateral Substitution and Unit may, at any time on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Three-Day Remarketing Period, recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to by depositing with the Collateral Agent for credit to Debentures underlying the Collateral Account Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as applicable, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Pledged Treasury Securities comprising part of the Treasury Unit in accordance with this Section 3.14; provided, however, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Unless a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption has previously occurred, Holders of Treasury Units shall not be releasedpermitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three-Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three-Day Remarketing Period or, if none of the Remarketings during such Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three-Day Remarketing Period. Holders of Treasury Units may make Collateral Substitutions and establish Corporate Units (i) only in integral multiples of 20 Treasury Units if Treasury Securities are being replaced by Applicable Ownership Interest in Debentures, or (ii) only in integral multiples of 80,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agent following a Successful Remarketing if the Reset Effective Date is not a Payment Date) if any Treasury Security is being replaced by the Applicable Ownership Interest in the Treasury Portfolio. To create 20 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or 80,000 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has occurred or the Treasury Portfolio has replaced the Debentures as a result of a Successful Remarketing) or such other number of Corporate Units as may be determined by the Remarketing Agent following a Successful Remarketing if the Reset Effective Date is not a Payment Date, the Treasury Unit Holder shall (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debentures, which Debentures must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent the Applicable Ownership Interest in the Treasury Portfolio for each 80,000 Corporate Units being created by the Holder, and having an aggregate principal amount of $4,000,000, which Applicable Ownership Interest in the Treasury Portfolio must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; and (2c) in each case, Transfer and surrender the related 20 Treasury Units, or in the event the Treasury Portfolio is a component of Corporate Units, 80,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agent following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit C heretoB to the Pledge Agreement, stating that the Holder has Transferred the relevant amount of Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoA to the Pledge Agreement. Upon confirmation that receipt of the Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (1a) or (b) above have been credited to and the Collateral Account and receipt of the instruction from the Purchase Contract Agent instructions described in clause (2c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will release such Pledged the Treasury Securities having a corresponding aggregate principal amount from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Agent, on behalf of the Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units security interest therein, and upon receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, thereof the Purchase Contract Agent shall promptly: (i) cancel the related Treasury UnitsUnits surrendered and Transferred; (ii) transfer Transfer the Treasury Securities that had been components of such Treasury Units to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units separate Treasury Securities from the related Purchase Contracts and to substitute Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . In the event a Holder making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book-entry transfer of the Treasury Units or fails to deliver a Treasury Unit Certificate to the Purchase Contract Agent after depositing the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Treasury Unit Certificate, and any interest on such Treasury Securities, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Treasury Unit Certificate is so Transferred or the Treasury Unit is so delivered, or until such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred Transferred and exchanged, only as a an entire Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Pledged Applicable Ownership Interests in the Treasury Portfolio have replaced the Pledged Applicable Ownership Interests in Debentures as a component of the Corporate Units as a result of a Special Event Redemption, and subject to the conditions set forth in this Agreement, and subject to the limitations on a Collateral Substitution in connection with an Optional Remarketing, as set forth in Section 5.02 below, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful RemarketingAgreement and prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the first day of the Final Remarketing Period; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. In no event may a Holder of Treasury Units effect a Collateral Substitution following a Successful Optional Remarketing. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account Notes Debentures or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon confirmation that the Notes Debentures described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing and shall promptly instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes Debentures or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer Transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) If Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Debentures as a component of the Corporate Units as a result of a Special Event Redemption, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may at any time from and after the Special Event Redemption Date and prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Pledged Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities included in such Treasury Units, but only in multiples of [· ] Treasury Units. In such an event, the Holder shall Transfer Applicable Ownership Interests in the Treasury Portfolio having a Value equal to the aggregate Value of the Treasury Securities for which substitution is being made to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent, Collateral Agent and Securities Intermediary shall effect a Collateral Substitution and release the Pledged Treasury Securities from the Pledge in the manner set forth in clause (a) above. (c) Except as provided in Section 5.03 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful RemarketingAgreement and prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent Securities Intermediary for credit to the Collateral Account Senior Notes or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H I hereto. Upon confirmation that the Senior Notes described in clause (1) above have or security entitlements with respect thereto has been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing and shall instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I J hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer Transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) If Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Senior Notes as a component of the Corporate Units and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may at any time from and after the date of this Agreement and prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date substitute the Pledged Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities included in such Treasury Units, but only in multiples of 25,000 Treasury Units. In such an event, the Holder shall Transfer Applicable Ownership Interests in the Treasury Portfolio having a Value equal to the aggregate Value of the Treasury Securities for which substitution is being made to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent, Collateral Agent and Securities Intermediary shall effect a Collateral Substitution and release the Pledged Applicable Ownership Interests in the Treasury Portfolio from the Pledge in the manner set forth in clause (a) above. (c) Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary for deposit in the Collateral Account and (ii) instructing the Purchase Contract Agent to instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Senior Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will cause the Securities Intermediary to effect the release such of the Pledged Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge by directing and the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, on behalf of the Holder free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created herebyCompany's security interest therein. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) . If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, a Holder of Treasury Units may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute the Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities, but only in multiples of [ ] Treasury Units. In such an event, the Holder shall transfer the appropriate Applicable Ownership Interests in the Treasury Portfolio to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder Treasury Securities in the manner set forth above. Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/40 of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, at any time on or prior to the conditions set forth in this Agreementclose of business on the second Business Day immediately preceding the Purchase Contract Settlement Date (except that the Holder does not have the right to effect such a substitution during the period beginning on the Business Day immediately preceding the Initial Remarketing Date and ending on and including the Remarketing Settlement Date), a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Senior Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer Transferring to the Collateral Agent Securities Intermediary for credit to the Collateral Account Senior Notes or security entitlements with respect thereto (which must be purchased in the open market at the Holder’s expense unless otherwise owned by the Holder) having an aggregate principal amount a Value equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2ii) Transfer delivering the related Treasury Units to the Purchase Contract Agent accompanied by a notice (in integral multiples of 20 Treasury Units) to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit C to the Purchase Contract Agreement, whereupon the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon (A) stating that such Holder has Transferred the Purchase Contract Agent shall promptly provide an instruction Senior Notes or security entitlements with respect thereto to such effect the Securities Intermediary for credit to the Collateral AgentAccount, substantially in (B) stating the form Value of Exhibit H heretothe Senior Notes or security entitlements with respect thereto transferred by such Holder, and (C) requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units. Upon receipt of such notice and confirmation that the Senior Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Senior Notes will be pledged as a component of the Corporate Units, a Holder of Treasury Units may, at any time on or prior to the Company through second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities with respect to such Treasury Units, but only in multiples of 360,000 Treasury Units. In such an event, the Holder shall Transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, and the Securities Intermediary shall credit the related security entitlements to the Collateral Account, and the Purchase Contract Agent shall request the Collateral Agent to secure such Holder’s obligation instruct the Securities Intermediary to purchase shares of Common Stock under release and Transfer to the related Purchase Contract. Holder the Pledged Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto or Applicable Ownership Interests in the Treasury Portfolio delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Pledged Applicable Ownership Interests in the Treasury Portfolio have replaced the Pledged Applicable Ownership Interests in Debentures as a component of the Corporate Units as a result of a Special Event Redemption, and subject to the conditions set forth in this Agreement, and subject to the limitations on a Collateral Substitution in connection with an Optional Remarketing, as set forth in Section 5.02 below, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful RemarketingAgreement and prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the first day of the Final Remarketing Period; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. In no event may a Holder of Treasury Units effect a Collateral Substitution following a Successful Optional Remarketing. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account Notes Debentures or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon confirmation that the Notes Debentures described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing and shall promptly instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes Debentures or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer Transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) If Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Debentures as a component of the Corporate Units as a result of a Special Event Redemption, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may at any time from and after the Special Event Redemption Date and prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Pledged Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities included in such Treasury Units, but only in multiples of 80,000 Treasury Units. In such an event, the Holder shall Transfer Applicable Ownership Interests in the Treasury Portfolio having a Value equal to the aggregate Value of the Treasury Securities for which substitution is being made to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent, Collateral Agent and Securities Intermediary shall effect a Collateral Substitution and release the Pledged Treasury Securities from the Pledge in the manner set forth in clause (a) above. (c) Except as provided in Section 5.03 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units as a result of the Successful Remarketing of the Senior Notes prior to the Final Remarketing Date or a Special Event Redemption prior to the Purchase Contract Settlement Date (ain which case no Collateral Substitution shall be permitted) Subject and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder mustby: (1) Transfer to depositing with the Collateral Agent for credit to the Collateral Account Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2) Transfer transferring the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Senior Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing will cause the Securities Intermediary by a notice, substantially in to effect the form release of Exhibit I hereto, to Transfer such Pledged the Treasury Securities to having a corresponding aggregate principal amount at maturity from the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged to Company's security interest therein, and the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, free and clear on behalf of the Pledge created herebyHolder. Upon receipt of such Treasury Securitiesthereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject At any time prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1) Transfer Transferring to the Securities Intermediary on behalf of the Collateral Agent Agent, for credit to the Collateral Account Account, Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (2) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. . (b) Upon credit to the Collateral Account of Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of a Treasury Units may effect a Collateral Substitution and Unit may, at any time on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Three‑Day Remarketing Period, recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to by depositing with the Collateral Agent for credit to Debentures underlying the Collateral Account Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as applicable, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Pledged Treasury Securities comprising part of the Treasury Unit in accordance with this Section 3.14; provided, however, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Unless a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption has previously occurred, Holders of Treasury Units shall not be releasedpermitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three‑Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three‑Day Remarketing Period or, if none of the Remarketings during such Three‑Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three‑Day Remarketing Period. Holders of Treasury Units may make Collateral Substitutions and establish Corporate Units (i) only in integral multiples of 20 Treasury Units if Treasury Securities are being replaced by Applicable Ownership Interests in Debentures, or (ii) only in integral multiples of 160,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date) if any Treasury Security is being replaced by the Applicable Ownership Interest in the Treasury Portfolio. To create 20 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or 160,000 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of the Corporate Units as a result of a Successful Remarketing) or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date, the Treasury Unit Holder shall: (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debentures, which Debentures must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent the Applicable Ownership Interest in the Treasury Portfolio for each 160,000 Corporate Units being created by the Holder, and having an aggregate principal amount of $8,000,000, which Applicable Ownership Interest in the Treasury Portfolio must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; and (2c) in each case, Transfer and surrender the related 20 Treasury Units, or in the event the Treasury Portfolio is a component of Corporate Units, 160,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit C heretoB to the Pledge Agreement, stating that the Holder has Transferred the relevant amount of Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoA to the Pledge Agreement. Upon confirmation that receipt of the Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (1a) or (b) above have been credited to and the Collateral Account and receipt of the instruction from the Purchase Contract Agent instructions described in clause (2c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will release such Pledged the Treasury Securities having a corresponding aggregate principal amount from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Agent, on behalf of the Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units security interest therein, and upon receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, thereof the Purchase Contract Agent shall promptly: (i) cancel the related Treasury UnitsUnits surrendered and Transferred; (ii) transfer Transfer the Treasury Securities that had been components of such Treasury Units to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units separate Treasury Securities from the related Purchase Contracts and to substitute the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . In the event a Holder making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book‑entry transfer of the Treasury Units or fails to deliver a Treasury Unit Certificate to the Purchase Contract Agent after depositing the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Treasury Unit Certificate, and any interest on such Treasury Securities, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Treasury Unit Certificate is so Transferred or the Treasury Unit is so delivered, or until such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred Transferred and exchanged, only as a an entire Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 [40] Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary for deposit in the Collateral Account and (ii) instructing the Purchase Contract Agent to instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Senior Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will cause the Securities Intermediary to effect the release such of the Pledged Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge by directing and the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, on behalf of the Holder free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created herebysecurity interest therein. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) . If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, a Holder of Treasury Units may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute the Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities, but only in multiples of [ ] Treasury Units. In such an event, the Holder shall transfer the appropriate Applicable Ownership Interests in the Treasury Portfolio to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder Treasury Securities in the manner set forth above. Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/40 of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 __ Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Senior Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing will cause the Securities Intermediary by a notice, substantially in to effect the form release of Exhibit I hereto, to Transfer such Pledged the Treasury Securities to having a corresponding aggregate principal amount at maturity from the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged to Company's security interest therein, and the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, free and clear on behalf of the Pledge created herebyHolder. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful RemarketingAgreement and prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent Securities Intermediary for credit to the Collateral Account Senior Notes or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H I hereto. Upon confirmation that the Senior Notes described in clause (1) above have or security entitlements with respect thereto has been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing and shall instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I J hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer Transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) If Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Senior Notes as a component of the Corporate Units and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may at any time from and after the date of this Agreement and prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date substitute the Pledged Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities included in such Treasury Units, but only in multiples of [•] Treasury Units. In such an event, the Holder shall Transfer Applicable Ownership Interests in the Treasury Portfolio having a Value equal to the aggregate Value of the Treasury Securities for which substitution is being made to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent, Collateral Agent and Securities Intermediary shall effect a Collateral Substitution and release the Pledged Applicable Ownership Interests in the Treasury Portfolio from the Pledge in the manner set forth in clause (a) above. (c) Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary for deposit in the Collateral Account and (ii) instructing the Purchase Contract Agent to instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Senior Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will cause the Securities Intermediary to effect the release such of the Pledged Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge by directing and the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, on behalf of the Holder free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created herebysecurity interest therein. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) . If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, a Holder of Treasury Units may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute the Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities, but only in multiples of 4,000 Treasury Units. In such an event, the Holder shall transfer the appropriate Applicable Ownership Interests in the Treasury Portfolio to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder Treasury Securities in the manner set forth above. Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/40 of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject So long as the Treasury Portfolio has not replaced the Senior Notes as a component of the Corporate Units, at any time prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Senior Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer Transferring to the Collateral Agent for credit to the Collateral Account Senior Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Senior Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Senior Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Senior Notes will be pledged as a component of the Corporate Units, a Holder may, at any time on or prior to the Company through second Business Day immediately preceding the Purchase Contract Settlement Date, substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio, but only in multiples of 80,000 Treasury Units. In such an event, the Holder shall Transfer the required amount of Treasury Securities to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to secure such Holder’s obligation release and transfer to purchase shares of Common Stock under the related Purchase Contract. Holder the appropriate Applicable Ownership Interests in the Treasury Portfolio in the manner set forth above. (b) Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities or Applicable Ownership Interests in the Treasury Portfolio and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to comprising part of the Treasury Units, which shall be releasedpurchased in the open market at the Holder's expense unless otherwise owned by the Holder; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. C to the Pledge Agreement. (b) Upon confirmation that receipt of the Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing will cause the Securities Intermediary by a notice, substantially in to effect the form release of Exhibit I hereto, to Transfer such Pledged the Treasury Securities to having a corresponding aggregate principal amount at maturity from the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged to Company's security interest therein, and the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, free and clear on behalf of the Pledge created herebyHolder. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. . (c) Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) . Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/40th of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of a Treasury Units Unit may effect recreate a Collateral Substitution and recreate Corporate Units Unit at any time from and after until 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder mustElection Date by: (1) Transfer providing notice to the Collateral Agent for credit to Purchase Contract Agent; substantially in the Collateral Account Notes having an aggregate principal amount equal to the aggregate principal amount at maturity form of Exhibit C of the Pledged Treasury Securities Purchase Contract Agreement, of such Holder's intention to be released; andcreate Corporate Units; (2) Transfer for each Treasury Unit such Holder wishes to substitute, transferring 20 Debt Securities to the Securities Intermediary which shall then (y) deposit such Debt Securities in the Collateral Account under this Agreement and instruct the Collateral Agent to hold such Debt Securities as Collateral and (z) instruct the Collateral Agent to release to such Holder one (1) Treasury Security formerly subject to the Pledge; (3) transferring the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C heretoD of the Purchase Contract Agreement, (i) stating that the Holder has transferred the relevant amount of Debt Securities to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H C hereto; and (4) paying to the Collateral Agent any fees or expenses incurred in connection with the recreation of Corporate Units; provided that, Holders of Treasury Units may recreate Corporate Units in integral multiples of 20 Treasury Units for 20 Corporate Units. Under no circumstance may a Holder of Treasury Units recreate Corporate Units after 5:00 p.m. (New York City time) on the Election Date. Upon receipt from the Purchase Contract Agent of a notice substantially in the form of Exhibit C hereto, confirmation that the Notes described in clause (1) above Debt Securities or security entitlements thereto have been credited to the Collateral Account as described in such notice and receipt of payment for, any fees or expenses incurred in connection with the instruction from the Purchase Contract Agent described in clause (2) aboverecreation of Corporate Units, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing instruct the Securities Intermediary by a notice, substantially in the form of provided in Exhibit I D hereto, to Transfer release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Holder thereof. (b) Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units Debt Securities or security entitlements thereto and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the applicable Treasury Securities specified in such instruction and shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution same to such Holder, free and clear of the Pledge any lien, pledge or security interest created hereby. (c) Notwithstanding any provision herein to the contrary, the Transfer of the Debt Securities in connection with the recreation of Corporate Units pursuant to this Section 5.3 shall be evidenced by an endorsement by the Collateral Agent on the Pledged Debt Security held by the Collateral Agent reflecting an increase in the principal amount of such Pledged Debt Security equal in amount to the principal amount of such Debt Security. The Collateral Agent shall confirm any such increased principal amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Debt Security evidencing such increased principal amount to the Trustee. Upon receipt of such Treasury Securitiesconfirmation, the Purchase Contract Agent Trustee shall promptly: instruct the Custodian (ias defined in the Indenture Officers' Certificate) cancel to decrease the related Treasury Units; (ii) transfer principal amount of Debt Securities issued in global form held by the Treasury Securities Custodian in an amount equal to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed increased principal amount by an endorsement made by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect Custodian on such global Debt Security to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to reflect such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expensesdecrease. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, at any time on or prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Senior Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer transferring to the Collateral Agent Securities Intermediary, for credit to the Collateral Account Account, Senior Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Senior Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Senior Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Senior Notes will be pledged as a component of the Corporate Units, a Holder of Treasury Units may, at any time on or prior to the Company through second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities with respect to such Treasury Units, but only in multiples of 64,000 Treasury Units. In such an event, the Holder shall Transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent shall request the Collateral Agent to secure such Holder’s obligation instruct the Securities Intermediary to purchase shares of Common Stock under release and Transfer to the related Purchase Contract. Holder the Pledged Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto or Applicable Ownership Interests in the Treasury Portfolio delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities from the Pledge and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after until 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder mustElection Date by: (1) Transfer providing notice to the Collateral Agent for credit Purchase Contract Agent, substantially in the form of Exhibit C hereto, of such Holder's intention to the Collateral Account Notes having an aggregate principal amount equal to the aggregate principal amount at maturity of the Pledged Treasury Securities to be released; andcreate Corporate Units; (2) Transfer for each Treasury Unit such Holder wishes to substitute, transferring 20 Debt Securities to the Securities Intermediary which shall then (y) deposit such Debt Securities in the Collateral Account under the Pledge Agreement and instruct the Collateral Agent to hold such Debt Securities as Collateral and (z) instruct the Collateral Agent to release to such Holder the Treasury Security formerly subject to the Pledge; (3) transferring the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C D hereto, (i) stating that the Holder has transferred the relevant amount of Debt Securities to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities relating to such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement; and (4) paying to the Collateral Agent any fees or expenses incurred in connection with the recreation of Corporate Units; provided that, Holders of Treasury Units may recreate Corporate Units in integral multiples of 20 Treasury Units for 20 Corporate Units. Under no circumstance may a Holder of Treasury Units recreate Corporate Units after the Election Date. Upon confirmation that receipt of the Notes Debt Securities described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly cause the Securities Intermediary to effect the release of such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged to Company's security interest therein, and the Company through the Collateral Agent to secure transfer of such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created herebyHolder thereof. Upon receipt of such Treasury Securitiesthereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units;; and (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying relating to a Treasury Unit remains Units remain in effect, such Treasury Unit Units shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit Units in respect of the interest in the 1/20 of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit Units may be acquired, and may be transferred and exchanged, only as a Treasury UnitUnits.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes represented by the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedrepresented by the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C D hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities represented by such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Senior Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing will cause the Securities Intermediary by a notice, substantially in to effect the form release of Exhibit I hereto, to Transfer such Pledged the Treasury Securities to having a corresponding aggregate principal amount at maturity from the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged to Company's security interest therein, and the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, free and clear on behalf of the Pledge created herebyHolder. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing 3.03, representing the same number of Purchase Contracts as were evidenced represented by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. . If the Treasury Portfolio has replaced the Senior Notes represented by the Corporate Units, a Holder may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute the Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities, but only in multiples of 64,000 Treasury Units. In such an event, the Holder shall transfer the Applicable Ownership Interests in the Treasury Portfolio to the Collateral Agent in an amount such that the aggregate principal amount at maturity of the portion of such Applicable Ownership Interests in the Treasury Portfolio (bas specified in clause (i) of the definition of such term) is equal to the aggregate Stated Amount of the Purchase Contracts underlying such Treasury Units, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder Treasury Securities in the manner set forth above. Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying represented by a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/40 of a Treasury Security and the Purchase Contract composing represented by such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of a Treasury Units may effect a Collateral Substitution and Unit may, at any time on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Three-Day Remarketing Period, recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to by depositing with the Collateral Agent for credit to Debentures underlying the Collateral Account Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as applicable, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Pledged Treasury Securities comprising part of the Treasury Unit in accordance with this Section 3.14; provided, however, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Unless a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption has previously occurred, Holders of Treasury Units shall not be releasedpermitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three-Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three-Day Remarketing Period or, if none of the Remarketings during such Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three-Day Remarketing Period. Holders of Treasury Units may make Collateral Substitutions and establish Corporate Units (i) only in integral multiples of 20 Treasury Units if Treasury Securities are being replaced by Applicable Ownership Interest in Debentures, or (ii) only in integral multiples of 20,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agent following a Successful Remarketing if the Reset Effective Date is not a Payment Date) if any Treasury Security is being replaced by the Applicable Ownership Interest in the Treasury Portfolio. To create 20 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or 20,000 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has occurred or the Treasury Portfolio has replaced the Debentures as a result of a Successful Remarketing) or such other number of Corporate Units as may be determined by the Remarketing Agent following a Successful Remarketing if the Reset Effective Date is not a Payment Date, the Treasury Unit Holder shall (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debentures, which Debentures must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent the Applicable Ownership Interest in the Treasury Portfolio for each 20,000 Corporate Units being created by the Holder, and having an aggregate principal amount of $1,000,000, which Applicable Ownership Interest in the Treasury Portfolio must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; and (2c) in each case, Transfer and surrender the related 20 Treasury Units, or in the event the Treasury Portfolio is a component of Corporate Units, 20,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agent following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit C heretoB to the Pledge Agreement, stating that the Holder has Transferred the relevant amount of Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoA to the Pledge Agreement. Upon confirmation that receipt of the Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (1a) or (b) above have been credited to and the Collateral Account and receipt of the instruction from the Purchase Contract Agent instructions described in clause (2c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will release such Pledged the Treasury Securities having a corresponding aggregate principal amount from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Agent, on behalf of the Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units security interest therein, and upon receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, thereof the Purchase Contract Agent shall promptly: (i) cancel the related Treasury UnitsUnits surrendered and Transferred; (ii) transfer Transfer the Treasury Securities that had been components of such Treasury Units to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units separate Treasury Securities from the related Purchase Contracts and to substitute Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . In the event a Holder making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book-entry transfer of the Treasury Units or fails to deliver a Treasury Unit Certificate to the Purchase Contract Agent after depositing the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Treasury Unit Certificate, and any interest on such Treasury Securities, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Treasury Unit Certificate is so Transferred or the Treasury Unit is so delivered, or until such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred Transferred and exchanged, only as a an entire Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account Notes having an aggregate principal amount equal to the aggregate principal amount at maturity of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. If the Treasury Units are represented by a Global Certificate, the Holder must comply with Applicable Procedures to recreate Corporate Units. Upon confirmation that the Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section ‎Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. If the Treasury Units are represented by a Global Certificate, the Purchase Contract Agent shall make such transfer and delivery in accordance with Applicable Procedures. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section ‎Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of a Treasury Units may effect a Collateral Substitution and Unit may, at any time on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Three-Day Remarketing Period, recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to by depositing with the Collateral Agent for credit to Debentures underlying the Collateral Account Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as applicable, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Pledged Treasury Securities comprising part of the Treasury Unit in accordance with this Section 3.14; provided, however, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as components of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Unless a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption has previously occurred, Holders of Treasury Units shall not be releasedpermitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three-Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three-Day Remarketing Period or, if none of the Remarketings during such Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three-Day Remarketing Period. Holders of Treasury Units may make Collateral Substitutions and establish Corporate Units (i) only in integral multiples of 20 Treasury Units if Treasury Securities are being replaced by Applicable Ownership Interests in Debentures, or (ii) only in integral multiples of _____ Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date) if any Treasury Security is being replaced by the Applicable Ownership Interest in the Treasury Portfolio. To create 20 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or _____ Corporate Units (if a Mandatory Redemption or a Special Event Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of the Corporate Units as a result of a Successful Remarketing) or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date, the Treasury Unit Holder shall: (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as components of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debentures, which Debentures must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as components of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent the Applicable Ownership Interest in the Treasury Portfolio for each _____ Corporate Units being created by the Holder, and having an aggregate principal amount of $_______, which Applicable Ownership Interest in the Treasury Portfolio must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; and (2c) in each case, Transfer and surrender the related 20 Treasury Units, or in the event the Treasury Portfolio is a component of Corporate Units, ____ Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit C heretoB to the Pledge Agreement, stating that the Holder has Transferred the relevant amount of Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoA to the Pledge Agreement. Upon confirmation that receipt of the Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (1a) or (b) above have been credited to and the Collateral Account and receipt of the instruction from the Purchase Contract Agent instructions described in clause (2c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will release such Pledged the Treasury Securities having a corresponding aggregate principal amount from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Agent, on behalf of the Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units security interest therein, and upon receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, thereof the Purchase Contract Agent shall promptly: (i) cancel the related Treasury UnitsUnits surrendered and Transferred; (ii) transfer Transfer the Treasury Securities that had been components of such Treasury Units to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder Xxxxxx and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units separate Treasury Securities from the related Purchase Contracts and to substitute the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . In the event a Holder making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book-entry transfer of the Treasury Units or fails to deliver a Treasury Unit Certificate to the Purchase Contract Agent after depositing the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Treasury Unit Certificate, and any interest on such Treasury Securities, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Treasury Unit Certificate is so Transferred or the Treasury Unit is so delivered, or until such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred Transferred and exchanged, only as a an entire Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes represented by the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedrepresented by the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities represented by such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Senior Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing will cause the Securities Intermediary by a notice, substantially in to effect the form release of Exhibit I hereto, to Transfer such Pledged the Treasury Securities to having a corresponding aggregate principal amount at maturity from the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged to Company's security interest therein, and the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, free and clear on behalf of the Pledge created herebyHolder. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing 3.03, representing the same number of Purchase Contracts as were evidenced represented by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) . If the Treasury Portfolio has replaced the Senior Notes represented by the Corporate Units, a Holder may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute the Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities, but only in multiples of 4,000 Treasury Units. In such an event, the Holder shall transfer the appropriate Applicable Ownership Interests in the Treasury Portfolio to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder Treasury Securities in the manner set forth above. Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying represented by a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/40 of a Treasury Security and the Purchase Contract composing represented by such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Debt Securities as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 __ Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Notes Securities Intermediary Debt Securities having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Debt Securities to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Notes Debt Securities described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing will cause the Securities Intermediary by a notice, substantially in to effect the form release of Exhibit I hereto, to Transfer such Pledged the Treasury Securities to having a corresponding aggregate principal amount at maturity from the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged to Company's security interest therein, and the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, free and clear on behalf of the Pledge created herebyHolder. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. . If the Treasury Portfolio has replaced the Debt Securities as a component of the Corporate Units, a Holder of Treasury Units may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute the Applicable Ownership Interests in the Treasury Portfolio in an amount such that the aggregate principal amount at maturity of the portion of such Applicable Ownership Interests specified in clause (bi) of the definition of such term is equal to the aggregate Stated Amount of the Purchase Contract underlying such Treasury Units, for Treasury Securities, but only in multiples of _____ Treasury Units. In such an event, the Holder shall transfer the appropriate Applicable Ownership Interests in the Treasury Portfolio to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder Treasury Securities in the manner set forth above. Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the _____ of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of a Treasury Units may effect a Collateral Substitution and Unit may, at any time on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Three‑Day Remarketing Period, recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to by depositing with the Collateral Agent for credit to Debentures underlying the Collateral Account Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as applicable, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Pledged Treasury Securities comprising part of the Treasury Unit in accordance with this Section 3.14; provided, however, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Unless a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption has previously occurred, Holders of Treasury Units shall not be releasedpermitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three‑Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three‑Day Remarketing Period or, if none of the Remarketings during such Three‑Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three‑Day Remarketing Period. Holders of Treasury Units may make Collateral Substitutions and establish Corporate Units (i) only in integral multiples of 20 Treasury Units if Treasury Securities are being replaced by Applicable Ownership Interests in Debentures, or (ii) only in integral multiples of 100,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date) if any Treasury Security is being replaced by the Applicable Ownership Interest in the Treasury Portfolio. To create 20 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or 100,000 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of the Corporate Units as a result of a Successful Remarketing) or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date, the Treasury Unit Holder shall: (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debentures, which Debentures must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent the Applicable Ownership Interest in the Treasury Portfolio for each 100,000 Corporate Units being created by the Holder, and having an aggregate principal amount of $5,000,000, which Applicable Ownership Interest in the Treasury Portfolio must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; and (2c) in each case, Transfer and surrender the related 20 Treasury Units, or in the event the Treasury Portfolio is a component of Corporate Units, 100,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit C heretoB to the Pledge Agreement, stating that the Holder has Transferred the relevant amount of Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoA to the Pledge Agreement. Upon confirmation that receipt of the Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (1a) or (b) above have been credited to and the Collateral Account and receipt of the instruction from the Purchase Contract Agent instructions described in clause (2c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will release such Pledged the Treasury Securities having a corresponding aggregate principal amount from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Agent, on behalf of the Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units security interest therein, and upon receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, thereof the Purchase Contract Agent shall promptly: (i) cancel the related Treasury UnitsUnits surrendered and Transferred; (ii) transfer Transfer the Treasury Securities that had been components of such Treasury Units to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units separate Treasury Securities from the related Purchase Contracts and to substitute the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . In the event a Holder making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book‑entry transfer of the Treasury Units or fails to deliver a Treasury Unit Certificate to the Purchase Contract Agent after depositing the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Treasury Unit Certificate, and any interest on such Treasury Securities, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Treasury Unit Certificate is so Transferred or the Treasury Unit is so delivered, or until such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred Transferred and exchanged, only as a an entire Treasury Unit.

Recreation of Corporate Units. (a) Subject So long as the Treasury Portfolio has not replaced the Senior Notes represented by the Corporate Units, at any time prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Senior Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer Transferring to the Collateral Agent Securities Intermediary for credit to the Collateral Account Senior Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit D to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Senior Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Senior Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Senior Notes will be pledged represented by the Corporate Units, a Holder may, at any time on or prior to the Company through second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities, but only in multiples of 64,000 Treasury Units. In such an event, the Holder shall Transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent shall request the Collateral Agent to secure such Holder’s obligation instruct the Securities Intermediary to purchase shares of Common Stock under release and transfer to the related Purchase Contract. Holder the appropriate Pledged Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities or Applicable Ownership Interests in the Treasury Portfolio and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Subordinated Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful RemarketingAgreement and prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account Subordinated Notes or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H I hereto. Upon confirmation that the Subordinated Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing and shall promptly instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I J hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Subordinated Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer Transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) If Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Subordinated Notes as a component of the Corporate Units and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may at any time from and after the date of this Agreement and prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date substitute the Pledged Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities included in such Treasury Units, but only in multiples of 128,000 Treasury Units. In such an event, the Holder shall Transfer Applicable Ownership Interests in the Treasury Portfolio having a Value equal to the aggregate Value of the Treasury Securities for which substitution is being made to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent, Collateral Agent and Securities Intermediary shall effect a Collateral Substitution and release the Pledged Applicable Ownership Interests in the Treasury Portfolio from the Pledge in the manner set forth in clause (a) above. (c) Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this AgreementAgreement and unless otherwise provided in the applicable Issuer Order, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury UnitsUnits or such other amount as may be designated in the applicable Issuer Order. To recreate Corporate Units, the Holder must: (1i) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to comprising part of the Treasury Units, which shall be releasedpurchased in the open market at the Holder’s expense unless otherwise owned by the Holder; and (2ii) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C 3 hereto, (i) stating that the Holder has transferred the relevant amount of Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. 3 to the Pledge Agreement. (b) Upon confirmation that receipt of the Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing will cause the Securities Intermediary by a notice, substantially in to effect the form release of Exhibit I hereto, to Transfer such Pledged the Treasury Securities to having a corresponding aggregate principal amount at maturity from the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged to Issuers’s security interest therein, and the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, free and clear on behalf of the Pledge created herebyHolder. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company Issuers in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. . (c) Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company Issuers nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) . Except as provided in Section 5.2 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/40th of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, and subject to the limitations on a Collateral Substitution in connection with an Optional Remarketing, as set forth in Section 5.02(a) below, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful RemarketingPeriod; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 10 Treasury Units. To recreate Corporate Units, the Holder must: (1i) Transfer to the Collateral Agent Agent, for credit to the Collateral Account Account, Notes or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Stated Amount multiplied by the number of the Pledged Treasury Securities Corporate Units to be releasedcreated; and (2ii) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C D hereto, whereupon the Purchase Contract Agent shall promptly provide an a direction and instruction to such effect to the Collateral AgentAgent in writing, substantially in the form of Exhibit H K hereto. Upon confirmation that the Notes described in clause (1i) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the written instruction from the Purchase Contract Agent described in clause (2ii) above, the Collateral Agent shall promptly (i) release such Pledged the related Treasury Securities from the Pledge by directing and (ii) instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I L hereto, to Transfer such Pledged the Treasury Securities described above to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities described above to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Notwithstanding anything to the contrary herein, the Securities Intermediary and the Collateral Agent shall take no action to release such Treasury Security from the Pledge unless and until the direction is provided by the Purchase Contract Agent substantially in the form of Exhibit K hereto. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (iA) cancel the related Treasury Units; (iiB) transfer Transfer the Treasury Securities to the Holder; and (iiiC) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral AgentAgent and its counsel), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in Section 5.02 or in this Section 3.14 3.15 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, at any time on or prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Senior Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 [ ] Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer Transferring to the Collateral Agent Securities Intermediary, for credit to the Collateral Account Account, Senior Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Senior Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Senior Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I D hereto, to Transfer release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Senior Notes will be pledged as a component of the Corporate Units, a Holder of Treasury Units may, at any time on or prior to the Company through second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities with respect to such Treasury Units, but only in multiples of [ ] Treasury Units. In such an event, the Holder shall Transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent shall request the Collateral Agent to secure such Holder’s obligation instruct the Securities Intermediary to purchase shares of Common Stock under release and Transfer to the related Purchase Contract. Holder the Pledged Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto or Applicable Ownership Interests in the Treasury Portfolio delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes represented by the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Warrant Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedrepresented by the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Warrant Agent accompanied by a notice to the Purchase Contract Warrant Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary and (ii) requesting that the Warrant Agent instruct the Collateral Agent to release the Treasury Securities represented by such Treasury Units, whereupon the Purchase Contract Warrant Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Senior Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing will cause the Securities Intermediary by a notice, substantially in to effect the form release of Exhibit I hereto, to Transfer such Pledged the Treasury Securities to having a corresponding aggregate principal amount at maturity from the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged Company's security interest therein, and the transfer thereof to the Company through the Collateral Warrant Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt on behalf of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Warrant Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing 3.03, representing the same number of Purchase Contracts Warrants as were evidenced represented by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Warrant Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) . If the Treasury Portfolio has replaced the Senior Notes represented by the Corporate Units, a Holder may at any time on or prior to the second Business Day immediately preceding the Warrant Settlement Date substitute the Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities, but only in multiples of 4,000 Treasury Units. In such an event, the Holder shall transfer the appropriate Applicable Ownership Interests in the Treasury Portfolio to the Collateral Agent, and the Warrant Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder Treasury Securities in the manner set forth above. Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying Warrant represented by a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/40 of a Treasury Security and Purchase Contract composing the Warrant represented by such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of a Treasury Units may effect a Collateral Substitution and Unit may, at any time on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Remarketing Period, recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to by depositing with the Collateral Agent for credit to Debentures underlying the Collateral Account Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as applicable, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Pledged Treasury Securities comprising part of the Treasury Unit in accordance with this Section 3.14; provided, however, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as components of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Unless a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption has previously occurred, Holders of Treasury Units shall not be releasedpermitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 during the period commencing on and including the Business Day prior to the first Remarketing Date in a Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Remarketing Period or, if no Remarketing during such Remarketing Period is successful, the Business Day following the last Remarketing Date occurring during such Remarketing Period. Holders of Treasury Units may make Collateral Substitutions and establish Corporate Units (i) only in integral multiples of 20 Treasury Units if Treasury Securities are being replaced by Applicable Ownership Interests in Debentures, or (ii) only in integral multiples of 160,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date) if any Treasury Security is being replaced by the Applicable Ownership Interest in the Treasury Portfolio. To create 20 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or 160,000 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of the Corporate Units as a result of a Successful Remarketing) or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date, the Treasury Unit Holder shall: DB1/ 148045032.3 (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as components of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debentures, which Debentures must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as components of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent the Applicable Ownership Interest in the Treasury Portfolio for each 160,000 Corporate Units being created by the Holder, and having an aggregate principal amount of $8,000,000, which Applicable Ownership Interest in the Treasury Portfolio must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; and (2c) in each case, Transfer and surrender the related 20 Treasury Units, or in the event the Treasury Portfolio is a component of Corporate Units, 160,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit C heretoB to the Pledge Agreement, stating that the Holder has Transferred the relevant amount of Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoA to the Pledge Agreement. Upon confirmation that receipt of the Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (1a) or (b) above have been credited to and the Collateral Account and receipt of the instruction from the Purchase Contract Agent instructions described in clause (2c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will release such Pledged the Treasury Securities having a corresponding aggregate principal amount from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Agent, on behalf of the Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units security interest therein, and upon receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, thereof the Purchase Contract Agent shall promptly: (i) cancel the related Treasury UnitsUnits surrendered and Transferred; (ii) transfer Transfer the Treasury Securities that had been components of such Treasury Units to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder Xxxxxx and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. DB1/ 148045032.3 Holders who elect to recreate Corporate Units separate Treasury Securities from the related Purchase Contracts and to substitute the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . In the event a Holder making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book-entry transfer of the Treasury Units or fails to deliver a Treasury Unit Certificate to the Purchase Contract Agent after depositing the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Treasury Unit Certificate, and any interest on such Treasury Securities, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Treasury Unit Certificate is so Transferred or the Treasury Unit is so delivered, or until such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred Transferred and exchanged, only as a an entire Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of a Treasury Units may effect a Collateral Substitution and Unit may, at any time on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Three‑Day Remarketing Period, recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to by depositing with the Collateral Agent for credit to Debentures underlying the Collateral Account Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as applicable, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Pledged Treasury Securities comprising part of the Treasury Unit in accordance with this Section 3.14; provided, however, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Unless a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption has previously occurred, Holders of Treasury Units shall not be releasedpermitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three‑Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three‑Day Remarketing Period or, if none of the Remarketings during such Three‑Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three‑Day Remarketing Period. Holders of Treasury Units may make Collateral Substitutions and establish Corporate Units (i) only in integral multiples of 20 Treasury Units if Treasury Securities are being replaced by Applicable Ownership Interests in Debentures, or (ii) only in integral multiples of 8,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date) if any Treasury Security is being replaced by the Applicable Ownership Interest in the Treasury Portfolio. To create 20 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or 8,000 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of the Corporate Units as a result of a Successful Remarketing) or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date, the Treasury Unit Holder shall: (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debentures, which Debentures must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent the Applicable Ownership Interest in the Treasury Portfolio for each 8,000 Corporate Units being created by the Holder, and having an aggregate principal amount of $400,000, which Applicable Ownership Interest in the Treasury Portfolio must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; and (2c) in each case, Transfer and surrender the related 20 Treasury Units, or in the event the Treasury Portfolio is a component of Corporate Units, 8,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit C heretoB to the Pledge Agreement, stating that the Holder has Transferred the relevant amount of Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoA to the Pledge Agreement. Upon confirmation that receipt of the Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (1a) or (b) above have been credited to and the Collateral Account and receipt of the instruction from the Purchase Contract Agent instructions described in clause (2c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will release such Pledged the Treasury Securities having a corresponding aggregate principal amount from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Agent, on behalf of the Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units security interest therein, and upon receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, thereof the Purchase Contract Agent shall promptly: (i) cancel the related Treasury UnitsUnits surrendered and Transferred; (ii) transfer Transfer the Treasury Securities that had been components of such Treasury Units to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units separate Treasury Securities from the related Purchase Contracts and to substitute the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . In the event a Holder making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book‑entry transfer of the Treasury Units or fails to deliver a Treasury Unit Certificate to the Purchase Contract Agent after depositing the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Treasury Unit Certificate, and any interest on such Treasury Securities, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Treasury Unit Certificate is so Transferred or the Treasury Unit is so delivered, or until such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred Transferred and exchanged, only as a an entire Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of a Treasury Units may effect a Collateral Substitution and Unit may, at any time on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Three‑Day Remarketing Period, recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to by depositing with the Collateral Agent for credit to Debentures underlying the Collateral Account Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as applicable, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Pledged Treasury Securities comprising part of the Treasury Unit in accordance with this Section 3.14; provided, however, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as components of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Unless a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption has previously occurred, Holders of Treasury Units shall not be releasedpermitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three‑Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three‑Day Remarketing Period or, if none of the Remarketings during such Three‑Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three‑Day Remarketing Period. Holders of Treasury Units may make Collateral Substitutions and establish Corporate Units (i) only in integral multiples of 20 Treasury Units if Treasury Securities are being replaced by Applicable Ownership Interests in Debentures, or (ii) only in integral multiples of 400,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date) if any Treasury Security is being replaced by the Applicable Ownership Interest in the Treasury Portfolio. To create 20 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or 400,000 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has occurred or the Treasury Portfolio has replaced DB1/ 116094647.1 the Applicable Ownership Interest in Debentures as a component of the Corporate Units as a result of a Successful Remarketing) or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date, the Treasury Unit Holder shall: (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as components of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debentures, which Debentures must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as components of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent the Applicable Ownership Interest in the Treasury Portfolio for each 400,000 Corporate Units being created by the Holder, and having an aggregate principal amount of $20,000,000, which Applicable Ownership Interest in the Treasury Portfolio must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; and (2c) in each case, Transfer and surrender the related 20 Treasury Units, or in the event the Treasury Portfolio is components of Corporate Units, 400,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit C heretoB to the Pledge Agreement, stating that the Holder has Transferred the relevant amount of Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoA to the Pledge Agreement. Upon confirmation that receipt of the Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (1a) or (b) above have been credited to and the Collateral Account and receipt of the instruction from the Purchase Contract Agent instructions described in clause (2c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will release such Pledged the Treasury Securities having a corresponding aggregate principal amount from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Agent, on behalf of the Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units security interest therein, and upon receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, thereof the Purchase Contract Agent shall promptly: (i) cancel the related Treasury UnitsUnits surrendered and Transferred; (ii) transfer Transfer the Treasury Securities that had been components of such Treasury Units to the Holder; andand DB1/ 116094647.1 (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units separate Treasury Securities from the related Purchase Contracts and to substitute the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . In the event a Holder making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book‑entry transfer of the Treasury Units or fails to deliver a Treasury Unit Certificate to the Purchase Contract Agent after depositing the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Treasury Unit Certificate, and any interest on such Treasury Securities, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Treasury Unit Certificate is so Transferred or the Treasury Unit is so delivered, or until such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred Transferred and exchanged, only as a an entire Treasury Unit.

Recreation of Corporate Units. (a) Subject So long as the Treasury Portfolio has not replaced the Senior Notes as a component of the Corporate Units as a result of Successful Remarketing of the Senior Notes prior to the conditions set forth in this AgreementFinal Remarketing Date or a Special Event Redemption prior to the Purchase Contract Settlement Date, at any time prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Senior Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer Transferring to the Collateral Agent for credit to the Collateral Account Senior Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent , accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon confirmation that the Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I heretoC to the Purchase Contract Agreement, whereupon the Purchase Contract Agent shall deliver to Transfer the Collateral Agent a notice, substantially in the form of Exhibit C, stating that such Holder has Transferred the Senior Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Senior Notes or security entitlements with respect thereto have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice substantially in the form of Exhibit D to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge any lien, pledge or security interest created hereby. The substituted If the Treasury Portfolio has replaced the Senior Notes will be pledged as a component of the Corporate Units as a result of the Successful Remarketing of the Senior Notes prior to the Company through Final Remarketing Date or a Special Event Redemption prior to the Purchase Contract Settlement Date, a Holder may, at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, substitute Treasury Securities for the Applicable Ownerships Interests in the Treasury Portfolio, but only in multiples of Treasury Units that will enable the Treasury Securities comprising the Applicable Ownership interests in the Treasury Portfolio to be released in whole multiples. In such an event, the Holder shall Transfer Treasury Securities to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to secure such Holder’s obligation release and transfer to purchase shares of Common Stock under the related Purchase Contract. Holder the appropriate Applicable Ownership Interests in the Treasury Portfolio in the same manner as set forth above. (b) Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities or Applicable Ownership Interests in the Treasury Portfolio and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge any lien, pledge or security interest created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary for deposit in the Collateral Account and (ii) instructing the Purchase Contract Agent to instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Senior Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will cause the Securities Intermediary to effect the release such of the Pledged Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge by directing and the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, on behalf of the Holder free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created herebysecurity interest therein. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) . If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, a Holder of Treasury Units may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute the Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities, but only in multiples of 16,000 Treasury Units. In such an event, the Holder shall transfer the appropriate Applicable Ownership Interests in the Treasury Portfolio to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder Treasury Securities in the manner set forth above. Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/40 of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful RemarketingAgreement and prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent Securities Intermediary for credit to the Collateral Account Senior Notes or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon confirmation that the Senior Notes described in clause (1) above have or security entitlements with respect thereto has been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing and shall instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer Transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) If Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Senior Notes as a component of the Corporate Units and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may at any time from and after the date of this Agreement and prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date substitute the Pledged Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities included in such Treasury Units, but only in multiples of 5,000 Treasury Units. In such an event, the Holder shall Transfer Applicable Ownership Interests in the Treasury Portfolio having a Value equal to the aggregate Value of the Treasury Securities for which substitution is being made to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent, Collateral Agent and Securities Intermediary shall effect a Collateral Substitution and release the Pledged Applicable Ownership Interests in the Treasury Portfolio from the Pledge in the manner set forth in clause (a) above. (c) Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary for deposit in the Collateral Account and (ii) instructing the Purchase Contract Agent to instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Senior Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will cause the Securities Intermediary to effect the release such of the Pledged Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge by directing and the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, on behalf of the Holder free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created herebysecurity interest therein. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) . If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, a Holder of Treasury Units may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute the Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities, but only in multiples of 64,000 Treasury Units. In such an event, the Holder shall transfer the appropriate Applicable Ownership Interests in the Treasury Portfolio to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder Treasury Securities in the manner set forth above. Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/40 of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, at any time on or prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Senior Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer Transferring to the Collateral Agent Securities Intermediary, for credit to the Collateral Account Account, Senior Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Senior Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Senior Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I D hereto, to Transfer release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Senior Notes will be pledged as a component of the Corporate Units, a Holder of Treasury Units may, at any time on or prior to the Company through second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities with respect to such Treasury Units, but only in multiples of 16,000 Treasury Units. In such an event, the Holder shall Transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent shall request the Collateral Agent to secure such Holder’s obligation instruct the Securities Intermediary to purchase shares of Common Stock under release and Transfer to the related Purchase Contract. Holder the Pledged Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto or Applicable Ownership Interests in the Treasury Portfolio delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Pledged Applicable Ownership Interests in the Treasury Portfolio have replaced the Pledged Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful RemarketingAgreement and prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the First Remarketing Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account Senior Notes or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H I hereto. Upon confirmation that the Senior Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing and shall promptly instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I J hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer Transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) If Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Senior Notes as a component of the Corporate Units and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may at any time from and after the date of this Agreement and prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date substitute the Pledged Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities included in such Treasury Units, but only in multiples of 6,400 Treasury Units. In such an event, the Holder shall Transfer Applicable Ownership Interests in the Treasury Portfolio having a Value equal to the aggregate Value of the Treasury Securities for which substitution is being made to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent, Collateral Agent and Securities Intermediary shall effect a Collateral Substitution and release the Pledged Treasury Securities from the Pledge in the manner set forth in clause (a) above. (c) Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this AgreementAgreement and unless otherwise provided in the applicable Issuer Order, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 [40] Treasury UnitsUnits or such other amount as may be designated in the applicable Issuer Order. To recreate Corporate Units, the Holder must: (1i) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2ii) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto3 to this Agreement, (i) stating that the Holder has transferred the relevant amount of Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. [ • ] to the Pledge Agreement. (b) Upon confirmation that receipt of the Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing will cause the Securities Intermediary by a notice, substantially in to effect the form release of Exhibit I hereto, to Transfer such Pledged the Treasury Securities to having a corresponding aggregate principal amount at maturity from the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged to Issuer's security interest therein, and the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, free and clear on behalf of the Pledge created herebyHolder. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company Issuer in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. . (c) Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company Issuer nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) . Except as provided in Section 5.2 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the [1/40th] of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Subordinated Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 __ Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Subordinated Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Subordinated Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Subordinated Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing will cause the Securities Intermediary by a notice, substantially in to effect the form release of Exhibit I hereto, to Transfer such Pledged the Treasury Securities to having a corresponding aggregate principal amount at maturity from the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged to Company's security interest therein, and the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, free and clear on behalf of the Pledge created herebyHolder. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury UnitsAgreement and prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the first Remarketing Date. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent Securities Intermediary, for credit to the Collateral Account Account, Convertible Notes or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Value (as determined by the Purchase Contract Agent) of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an a direction and instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon confirmation that the Convertible Notes described in clause (1) above have or security entitlements with respect thereto has been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing and shall instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Convertible Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Notwithstanding anything to the contrary herein, the Securities Intermediary and the Collateral Agent shall take no action to release such Pledged Convertible Notes from the Pledge unless and until the direction is provided by the Purchase Contract Agent substantially in the form of Exhibit F hereto. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer Transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, and subject to the limitations on a Collateral Substitution in connection with an Optional Remarketing, as set forth in Section 5.02(a) below, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a the Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account Notes or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released, which must be purchased in the open market at such Holder’s expense unless otherwise owned by such Holder; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon confirmation that the Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing and shall promptly instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in Section 5.03 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a each Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to the date close of this Agreement, other than during a Blackout Period or after a Successful Remarketingbusiness on the seventh Business Day immediately preceding the Purchase Contract Settlement Date; provided that (i) Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury UnitsUnits and (ii) no Collateral Substitution shall be effected during a Restricted Period. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account Notes or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H I hereto. Upon confirmation that the Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing and shall promptly instruct the Securities Intermediary by a notice, notice substantially in the form of Exhibit I hereto, J hereto to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock Shares under the related Purchase Contract. Upon credit to the Collateral Account of Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer Transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form orform, or if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses expenses, (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Notwithstanding clause (a) of this Section 3.14, if Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Notes as a component the Corporate Units and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities included in such Treasury Units, but only in integral multiples of 16,000 Treasury Units or such other number of Treasury Units as may be determined by the Remarketing Agent following a Successful Remarketing of the Notes if the Reset Effective Date is not an Interest Payment Date. In addition, if the Corporate Units are reestablished following a Reset Effective Date which is not also an Interest Payment Date but prior to the close of business on the Record Date related to the Interest Payment Date next succeeding such Reset Effective Date, the Holder shall deposit with the Securities Intermediary for credit to the Collateral Account cash in an amount equal to the interest accrued on the Notes that would have been a component of the Corporate Units to be created from the Interest Payment Date next preceding the Reset Effective Date to, but excluding, the Reset Effective Date (except that the relevant request by the Holder and instruction by the Purchase Contract Agent shall relate to the release of the relevant Pledged Applicable Ownership Interests in the Treasury Portfolio). In such an event, the Holder shall Transfer the Applicable Ownership Interests in the Treasury Portfolio having a Value equal to the aggregate Value of the Treasury Securities for which substitution is being made to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent, Collateral Agent and Securities Intermediary shall effect a Collateral Substitution and release the Treasury Securities from the Pledge in the manner set forth in clause (c) above. (c) Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary for deposit in the Collateral Account and (ii) instructing the Purchase Contract Agent to instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Senior Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will cause the Securities Intermediary to effect the release such of the Pledged Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge by directing and the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, on behalf of the Holder free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created herebyCompany's security interest therein. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) . If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, a Holder of Treasury Units may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute the Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities, but only in multiples of 4,000 Treasury Units. In such an event, the Holder shall transfer the appropriate Applicable Ownership Interests in the Treasury Portfolio to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder Treasury Securities in the manner set forth above. Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/40 of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject So long as the Treasury Portfolio has not replaced the Senior Notes represented by the Corporate Units, at any time prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Senior Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer Transferring to the Collateral Agent Securities Intermediary for credit to the Collateral Account Senior Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Senior Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Senior Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Senior Notes will be pledged represented by the Corporate Units, a Holder may, at any time on or prior to the Company through second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities, but only in multiples of 4,000 Treasury Units. In such an event, the Holder shall Transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent shall request the Collateral Agent to secure such Holder’s obligation instruct the Securities Intermediary to purchase shares of Common Stock under release and transfer to the related Purchase Contract. Holder the appropriate Pledged Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities or Applicable Ownership Interests in the Treasury Portfolio and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, and subject to the limitations on a Collateral Substitution in connection with an Optional Remarketing, as set forth in Section 5.02(a)(i) below, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful RemarketingPeriod; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 10 Treasury Units. To recreate Corporate Units, the Holder must: (1i) Transfer to the Collateral Agent Agent, for credit to the Collateral Account Notes having an aggregate principal amount Account, a number of shares of Convertible Preferred Stock or security entitlements with respect thereto equal to the aggregate principal amount at maturity number of the Pledged Treasury Securities Corporate Units to be releasedcreated divided by 10; and (2ii) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C D hereto, whereupon the Purchase Contract Agent shall promptly provide an a direction and instruction to such effect to the Collateral AgentAgent in writing, substantially in the form of Exhibit H K hereto. Upon confirmation that the Notes described shares of Convertible Preferred Stock set forth in clause (1i) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the written instruction from the Purchase Contract Agent described set forth in clause (2ii) above, the Collateral Agent shall promptly (i) release such Pledged the related Treasury Securities from the Pledge by directing and (ii) instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I L hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes Convertible Preferred Stock will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase ContractContracts. Upon credit to the Collateral Account of Notes such shares of Convertible Preferred Stock or security entitlements with respect thereto delivered by a such Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged such Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Notwithstanding anything to the contrary herein, the Securities Intermediary and the Collateral Agent shall take no action to release such Treasury Security from the Pledge unless and until the direction is provided by the Purchase Contract Agent substantially in the form of Exhibit K hereto. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (iA) cancel the related Treasury Units; (iiB) transfer Transfer the Treasury Securities to the Holder; and (iiiC) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral AgentAgent and its counsel), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 5.02 or in Section 3.14(a) or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, at any time on or prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Senior Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer transferring to the Collateral Agent Securities Intermediary, for credit to the Collateral Account Account, Senior Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Senior Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Senior Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Senior Notes will be pledged as a component of the Corporate Units, a Holder of Treasury Units may, at any time on or prior to the Company through second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities with respect to such Treasury Units, but only in multiples of [ ] Treasury Units. In such an event, the Holder shall Transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent shall request the Collateral Agent to secure such Holder’s obligation instruct the Securities Intermediary to purchase shares of Common Stock under release and Transfer to the related Purchase Contract. Holder the Pledged Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto or Applicable Ownership Interests in the Treasury Portfolio delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities from the Pledge and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 [ ] Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary for deposit in the Collateral Account and (ii) instructing the Purchase Contract Agent to instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Senior Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will cause the Securities Intermediary to effect the release such of the Pledged Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge by directing and the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, on behalf of the Holder free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created herebysecurity interest therein. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) . If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, a Holder of Treasury Units may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute the Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities, but only in multiples of [ ] Treasury Units. In such an event, the Holder shall transfer the appropriate Applicable Ownership Interests in the Treasury Portfolio to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder Treasury Securities in the manner set forth above. Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the [ ] of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of a Treasury Units may effect a Collateral Substitution and Unit may, at any time on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Three‑Day Remarketing Period, recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to by depositing with the Collateral Agent for credit to Debentures underlying the Collateral Account Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as applicable, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Pledged Treasury Securities comprising part of the Treasury Unit in accordance with this Section 3.14; provided, however, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Unless a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption has previously occurred, Holders of Treasury Units shall not be releasedpermitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three‑Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three‑Day Remarketing Period or, if none of the Remarketings during such Three‑Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three‑Day Remarketing Period. Holders of Treasury Units may make Collateral Substitutions and establish Corporate Units (i) only in integral multiples of 20 Treasury Units if Treasury Securities are being replaced by Applicable Ownership Interest in Debentures, or (ii) only in integral multiples of 80,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date) if any Treasury Security is being replaced by the Applicable Ownership Interest in the Treasury Portfolio. To create 20 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or 80,000 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has occurred or the Treasury Portfolio has replaced the Debentures as a result of a Successful Remarketing) or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date, the Treasury Unit Holder shall (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debentures, which Debentures must have been purchased in the open market at the Treasury Unit Holder's expense, unless otherwise owned by the Treasury Unit Holder; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent the Applicable Ownership Interest in the Treasury Portfolio for each 80,000 Corporate Units being created by the Holder, and having an aggregate principal amount of $4,000,000, which Applicable Ownership Interest in the Treasury Portfolio must have been purchased in the open market at the Treasury Unit Holder's expense, unless otherwise owned by the Treasury Unit Holder; and (2c) in each case, Transfer and surrender the related 20 Treasury Units, or in the event the Treasury Portfolio is a component of Corporate Units, 80,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit C heretoB to the Pledge Agreement, stating that the Holder has Transferred the relevant amount of Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoA to the Pledge Agreement. Upon confirmation that receipt of the Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (1a) or (b) above have been credited to and the Collateral Account and receipt of the instruction from the Purchase Contract Agent instructions described in clause (2c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will release such Pledged the Treasury Securities having a corresponding aggregate principal amount from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Agent, on behalf of the Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units Company's security interest therein, and upon receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, thereof the Purchase Contract Agent shall promptly: (i) cancel the related Treasury UnitsUnits surrendered and Transferred; (ii) transfer Transfer the Treasury Securities that had been components of such Treasury Units to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units separate Treasury Securities from the related Purchase Contracts and to substitute Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . In the event a Holder making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book‑entry transfer of the Treasury Units or fails to deliver a Treasury Unit Certificate to the Purchase Contract Agent after depositing the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Treasury Unit Certificate, and any interest on such Treasury Securities, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Treasury Unit Certificate is so Transferred or the Treasury Unit is so delivered, or until such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred Transferred and exchanged, only as a an entire Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, at any time prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Senior Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 ___ Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer Transferring to the Collateral Agent Securities Intermediary for credit to the Collateral Account Senior Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Senior Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Senior Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Senior Notes will be pledged as a component of the Corporate Units, a Holder of Treasury Units may, at any time on or prior to the Company through second Business Day immediately preceding the Purchase Contract Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities with respect to such Treasury Units, but only in multiples of ________ Treasury Units. In such an event, the Holder shall Transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent shall request the Collateral Agent to secure such Holder’s obligation instruct the Securities Intermediary to purchase shares of Common Stock under release and Transfer to the related Purchase Contract. Holder the Pledged Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Senior Notes or security entitlements with respect thereto or Applicable Ownership Interests in the Treasury Portfolio delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account an equal amount of Series A-1 Notes and Series A-2 Notes together having an a total aggregate principal amount equal to the aggregate principal amount at maturity of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon confirmation that the Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful RemarketingRemarketing or a Special Event Redemption; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account Notes having an aggregate principal amount equal to the aggregate principal amount at maturity of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon confirmation that the Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, and subject to the limitations on a Collateral Substitution in connection with an Optional Remarketing, as set forth in Section 5.02(a) below, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful RemarketingPeriod; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 10 Treasury Units. To recreate Corporate Units, the Holder must: (1i) Transfer to the Collateral Agent Agent, for credit to the Collateral Account Account, Notes or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Stated Amount multiplied by the number of the Pledged Treasury Securities Corporate Units to be releasedcreated; and (2ii) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C D hereto, whereupon the Purchase Contract Agent shall promptly provide an a direction and instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H K hereto. Upon confirmation that the Notes described in clause (1i) above have or security entitlements with respect thereto has been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2ii) above, the Collateral Agent shall promptly (i) release such Pledged a Pro Rata Portion corresponding to the Treasury Units being converted of any cash constituting Treasury Unit Collateral from the Pledge, (ii) liquidate an aggregate principal amount at maturity of Qualifying Treasury Securities constituting Treasury Unit Collateral equal to a Pro Rata Portion (or if such Pro Rata Portion is not an integral multiple of such Qualifying Treasury Securities’ minimum denominations, the closest multiple of minimum denominations that would include such Pro Rata Portion) corresponding to the Treasury Units being converted, and release the proceeds of such liquidation in an amount equal to such Pro Rata Portion (with any excess Cash amounts as a result of liquidating Qualifying Treasury Securities in a denomination in excess of such Pro Rata Portion remaining with the Collateral Agent as Treasury Unit Collateral) from the Pledge by directing and (iii) instruct the Securities Intermediary by a notice, substantially in the form of Exhibit I L hereto, to Transfer such Pledged Treasury Securities Cash described in clauses (i) and (ii) above to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Convertible Preferred Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities Cash described above to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Notwithstanding anything to the contrary herein, the Securities Intermediary and the Collateral Agent shall take no action to release such Cash from the Pledge unless and until the direction is provided by the Purchase Contract Agent substantially in the form of Exhibit K hereto. Upon receipt of such Treasury SecuritiesCash, the Purchase Contract Agent shall promptly: (iA) cancel the related Treasury Units; (iiB) transfer Transfer the Treasury Securities Cash to the Holder; and (iiiC) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in Section 5.02 or in this Section 3.14 3.15 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement, a Triggered Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in a Pro Rata Portion of the Treasury Security Unit Collateral and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject So long as the Treasury Portfolio has not replaced the Notes as a component of the Corporate Units, at any time prior to 5:00 p.m. (New York City time) on the conditions set forth in this Agreementfifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units may effect a Collateral Substitution and shall have the right to recreate Corporate Units at any time from and after the date by substitution of this Agreement, other than during a Blackout Period Notes or after a Successful Remarketing; provided that Holders of security entitlements with respect thereto for Pledged Treasury Units may only recreate Corporate Units Securities in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder mustUnits by: (1i) Transfer Transferring to the Collateral Agent for credit to the Collateral Account Notes or security entitlements with respect thereto having an aggregate a principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer , accompanied by a notice, substantially in the related Treasury Units form of Exhibit C to the Purchase Contract Agent accompanied by a notice to Agreement, whereupon the Purchase Contract AgentAgent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, whereupon stating that such Holder has Transferred the Notes or security entitlements with respect thereto to the Collateral Account for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H hereto. Upon receipt of such notice and confirmation that the Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent as described in clause (2) abovesuch notice, the Collateral Agent shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Treasury Securities from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted If the Treasury Portfolio has replaced the Notes will be pledged represented by the Corporate Units, a Holder may, at any time on or prior to the Company through second Business Day immediately preceding the Warrant Settlement Date, substitute the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Treasury Securities, but only in multiples of [o] Treasury Units. In such an event, the Holder shall Transfer the required Applicable Ownership Interests in the Treasury Portfolio to the Securities Intermediary, for credit to the Collateral Account, and the Warrant Agent shall request the Collateral Agent to secure such Holder’s obligation instruct the Securities Intermediary to purchase shares of Common Stock under release and transfer to the related Purchase Contract. Holder the appropriate Pledged Treasury Securities in the manner set forth above. (b) Upon credit to the Collateral Account of Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities or Applicable Ownership Interests in the Treasury Portfolio and shall promptly Transfer the Pledged Treasury Securities same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of a Treasury Units may effect a Collateral Substitution and Unit may, at any time on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Three-Day Remarketing Period, recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to by depositing with the Collateral Agent for credit to Debentures underlying the Collateral Account Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as applicable, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Pledged Treasury Securities comprising part of the Treasury Unit in accordance with this Section 3.14; provided, however, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as components of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Unless a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption has previously occurred, Holders of Treasury Units shall not be releasedpermitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three-Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three-Day Remarketing Period or, if none of the Remarketings during such Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three-Day Remarketing Period. Holders of Treasury Units may make Collateral Substitutions and establish Corporate Units (i) only in integral multiples of 20 Treasury Units if Treasury Securities are being replaced by Applicable Ownership Interests in Debentures, or (ii) only in integral multiples of _____ Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date) if any Treasury Security is being replaced by the Applicable Ownership Interest in the Treasury Portfolio. To create 20 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or _____ Corporate Units (if a Mandatory Redemption or a Special Event Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of the Corporate Units as a result of a Successful Remarketing) or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date, the Treasury Unit Holder shall: (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as components of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debentures, which Debentures must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as components of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent the Applicable Ownership Interest in the Treasury Portfolio for each _____ Corporate Units being created by the Holder, and having an aggregate principal amount of $________, which Applicable Ownership Interest in the Treasury Portfolio must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; and (2c) in each case, Transfer and surrender the related 20 Treasury Units, or in the event the Treasury Portfolio is components of Corporate Units, _____ Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit C heretoB to the Pledge Agreement, stating that the Holder has Transferred the relevant amount of Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoA to the Pledge Agreement. Upon confirmation that receipt of the Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (1a) or (b) above have been credited to and the Collateral Account and receipt of the instruction from the Purchase Contract Agent instructions described in clause (2c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will release such Pledged the Treasury Securities having a corresponding aggregate principal amount from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Agent, on behalf of the Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units security interest therein, and upon receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, thereof the Purchase Contract Agent shall promptly: (i) cancel the related Treasury UnitsUnits surrendered and Transferred; (ii) transfer Transfer the Treasury Securities that had been components of such Treasury Units to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units separate Treasury Securities from the related Purchase Contracts and to substitute the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . In the event a Holder making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book-entry transfer of the Treasury Units or fails to deliver a Treasury Unit Certificate to the Purchase Contract Agent after depositing the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Treasury Unit Certificate, and any interest on such Treasury Securities, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Treasury Unit Certificate is so Transferred or the Treasury Unit is so delivered, or until such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred Transferred and exchanged, only as a an entire Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of a Treasury Units may effect a Collateral Substitution and Unit may, at any time on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Three‑Day Remarketing Period, recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to by depositing with the Collateral Agent for credit to Debentures underlying the Collateral Account Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as applicable, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Pledged Treasury Securities comprising part of the Treasury Unit in accordance with this Section 3.14; provided, however, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Unless a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption has previously occurred, Holders of Treasury Units shall not be releasedpermitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three‑Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three‑Day Remarketing Period or, if none of the Remarketings during such Three‑Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three‑Day Remarketing Period. Holders of Treasury Units may make Collateral Substitutions and establish Corporate Units (i) only in integral multiples of 20 Treasury Units if Treasury Securities are being replaced by Applicable Ownership Interest in Debentures, or (ii) only in integral multiples of 80,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agent following a Successful Remarketing if the Reset Effective Date is not a Payment Date) if any Treasury Security is being replaced by the Applicable Ownership Interest in the Treasury Portfolio. To create 20 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or 80,000 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has occurred or the Treasury Portfolio has replaced the Debentures as a result of a Successful Remarketing) or such other number of Corporate Units as may be determined by the Remarketing Agent following a Successful Remarketing if the Reset Effective Date is not a Payment Date, the Treasury Unit Holder shall (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debentures, which Debentures must have been purchased in the open market at the Treasury Unit Holder's expense, unless otherwise owned by the Treasury Unit Holder; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent the Applicable Ownership Interest in the Treasury Portfolio for each 80,000 Corporate Units being created by the Holder, and having an aggregate principal amount of $4,000,000, which Applicable Ownership Interest in the Treasury Portfolio must have been purchased in the open market at the Treasury Unit Holder's expense, unless otherwise owned by the Treasury Unit Holder; and (2c) in each case, Transfer and surrender the related 20 Treasury Units, or in the event the Treasury Portfolio is a component of Corporate Units, 80,000 Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agent following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit C heretoB to the Pledge Agreement, stating that the Holder has Transferred the relevant amount of Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoA to the Pledge Agreement. Upon confirmation that receipt of the Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (1a) or (b) above have been credited to and the Collateral Account and receipt of the instruction from the Purchase Contract Agent instructions described in clause (2c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will release such Pledged the Treasury Securities having a corresponding aggregate principal amount from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Agent, on behalf of the Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units Company's security interest therein, and upon receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, thereof the Purchase Contract Agent shall promptly: (i) cancel the related Treasury UnitsUnits surrendered and Transferred; (ii) transfer Transfer the Treasury Securities that had been components of such Treasury Units to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units separate Treasury Securities from the related Purchase Contracts and to substitute Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . In the event a Holder making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book‑entry transfer of the Treasury Units or fails to deliver a Treasury Unit Certificate to the Purchase Contract Agent after depositing the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Treasury Unit Certificate, and any interest on such Treasury Securities, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Treasury Unit Certificate is so Transferred or the Treasury Unit is so delivered, or until such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred Transferred and exchanged, only as a an entire Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a each Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to the date close of this Agreement, other than during a Blackout Period or after a Successful Remarketingbusiness on the seventh Business Day immediately preceding the Purchase Contract Settlement Date; provided that (i) Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury UnitsUnits and (ii) no Collateral Substitution shall be effected during a Restricted Period. To recreate Corporate Units, the Holder must: (1) Transfer to the Collateral Agent for credit to the Collateral Account Notes or security entitlements with respect thereto having an aggregate principal amount equal to the aggregate principal amount at maturity Value of the Pledged Treasury Securities to be released; and (2) Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H I hereto. Upon confirmation that the Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing and shall instruct the Securities Intermediary by a notice, notice substantially in the form of Exhibit I hereto, J hereto to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer Transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form orform, or if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses expenses, (including, without limitation, fees and expenses payable to the Collateral Agent), attributable to such Collateral Substitution in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) Notwithstanding clause (a) of this Section 3.14, if Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Notes as a component the Corporate Units and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities included in such Treasury Units, but only in integral multiples of 10,000 Treasury Units or such other number of Treasury Units as may be determined by the Remarketing Agent following a Successful Remarketing of the Notes if the Reset Effective Date is not an Interest Payment Date. In addition, if the Corporate Units are reestablished following a Reset Effective Date which is not also an Interest Payment Date but prior to the close of business on the Record Date related to the Interest Payment Date next succeeding such Reset Effective Date, the Holder shall deposit with the Securities Intermediary for credit to the Collateral Account cash in an amount equal to the interest accrued on the Notes that would have been a component of the Corporate Units to be created from the Interest Payment Date next preceding the Reset Effective Date to, but excluding, the Reset Effective Date (except that the relevant request by the Holder and instruction by the Purchase Contract Agent shall relate to the release of the relevant Pledged Applicable Ownership Interests in the Treasury Portfolio). In such an event, the Holder shall Transfer the Applicable Ownership Interests in the Treasury Portfolio having a Value equal to the aggregate Value of the Treasury Securities for which substitution is being made to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent, Collateral Agent and Securities Intermediary shall effect a Collateral Substitution and release the Treasury Securities from the Pledge in the manner set forth in clause (c) above. (c) Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject to the conditions set forth in this Agreement, a A Holder of a Treasury Units may effect a Collateral Substitution and Unit may, at any time on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Final Three-Day Remarketing Period, recreate Corporate Units at any time from and after the date of this Agreement, other than during a Blackout Period or after a Successful Remarketing; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer to by depositing with the Collateral Agent for credit to Debentures underlying the Collateral Account Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as applicable, having an aggregate principal amount equal to the aggregate principal amount at maturity of, and in substitution for all, but not less than all, of the Pledged Treasury Securities comprising part of the Treasury Unit in accordance with this Section 3.14; provided, however, that if the Treasury Portfolio has replaced the Debentures underlying the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, such Collateral Substitutions may be made at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Unless a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption has previously occurred, Holders of Treasury Units shall not be releasedpermitted to effect Collateral Substitutions in accordance with the provisions of this Section 3.14 during the period commencing on and including the Business Day prior to the first of the three sequential Remarketing Dates comprising a Three-Day Remarketing Period and ending on and including the Reset Effective Date relating to a Successful Remarketing during such Three-Day Remarketing Period or, if none of the Remarketings during such Three-Day Remarketing Period is successful, the Business Day following the last of the three sequential Remarketing Dates occurring during such Three-Day Remarketing Period. Holders of Treasury Units may make Collateral Substitutions and establish Corporate Units (i) only in integral multiples of 20 Treasury Units if Treasury Securities are being replaced by Applicable Ownership Interests in Debentures, or (ii) only in integral multiples of Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date) if any Treasury Security is being replaced by the Applicable Ownership Interest in the Treasury Portfolio. To create 20 Corporate Units (if a Mandatory Redemption or a Special Event Redemption has not occurred and the Applicable Ownership Interests in Debentures remain components of Corporate Units), or Corporate Units (if a Mandatory Redemption or a Special Event Redemption has occurred or the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of the Corporate Units as a result of a Successful Remarketing) or such other number of Corporate Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date, the Treasury Unit Holder shall (a) if the Treasury Portfolio has not replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent $1,000 in aggregate principal amount of Debentures, which Debentures must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; or (b) if the Treasury Portfolio has replaced the Applicable Ownership Interest in Debentures as a component of Corporate Units as a result of a Successful Remarketing or a Mandatory Redemption or a Special Event Redemption, deposit with the Collateral Agent the Applicable Ownership Interest in the Treasury Portfolio for each Corporate Units being created by the Holder, and having an aggregate principal amount of $ , which Applicable Ownership Interest in the Treasury Portfolio must have been purchased in the open market at the Treasury Unit Holder’s expense, unless otherwise owned by the Treasury Unit Holder; and (2c) in each case, Transfer and surrender the related 20 Treasury Units, or in the event the Treasury Portfolio is a component of Corporate Units, Treasury Units (or such other number of Treasury Units as may be determined by the Remarketing Agents following a Successful Remarketing if the Reset Effective Date is not a Payment Date), to the Purchase Contract Agent accompanied by a notice an instruction to the Purchase Contract Agent, substantially in the form of Exhibit C heretoB to the Pledge Agreement, stating that the Holder has Transferred the relevant amount of Debentures underlying the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an give such instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoA to the Pledge Agreement. Upon confirmation that receipt of the Notes Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (1a) or (b) above have been credited to and the Collateral Account and receipt of the instruction from the Purchase Contract Agent instructions described in clause (2c) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will release such Pledged the Treasury Securities having a corresponding aggregate principal amount from the Pledge by directing the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Agent, on behalf of the Holder, free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units security interest therein, and upon receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. Upon receipt of such Treasury Securities, thereof the Purchase Contract Agent shall promptly: (i) cancel the related Treasury UnitsUnits surrendered and Transferred; (ii) transfer Transfer the Treasury Securities that had been components of such Treasury Units to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units separate Treasury Securities from the related Purchase Contracts and to substitute the Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for such Treasury Securities shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent)Agent for its services as Collateral Agent in respect of the substitution, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall not be responsible for any such taxes, governmental charges or other fees or expenses. (b) . In the event a Holder making a Collateral Substitution pursuant to this Section 3.14 fails to effect a book-entry transfer of the Treasury Units or fails to deliver a Treasury Unit Certificate to the Purchase Contract Agent after depositing the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio with the Collateral Agent, the Treasury Securities constituting a part of such Treasury Unit Certificate, and any interest on such Treasury Securities, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Treasury Unit Certificate is so Transferred or the Treasury Unit is so delivered, or until such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Treasury Unit Certificate has been destroyed, mutilated, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company. Except as provided in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event3.14, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred Transferred and exchanged, only as a an entire Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingfifth Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge by directing will cause the Securities Intermediary by a notice, substantially in to effect the form release of Exhibit I hereto, to Transfer such Pledged the Treasury Securities to having a corresponding aggregate principal amount at maturity from the Purchase Contract Agent for distribution to such HolderPledge, free and clear of the Pledge created hereby. The substituted Notes will be pledged to Company's security interest therein, and the Company through the Collateral Agent to secure such Holder’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, free and clear on behalf of the Pledge created herebyHolder. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Unit Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) . If the Treasury Portfolio has replaced the Notes as a component of the Corporate Units, a Holder may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute the Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities, but only in multiples of [C] Treasury Units. In such an event, the Holder shall transfer the appropriate Applicable Ownership Interests in the Treasury Portfolio to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder Treasury Securities in the manner set forth above. Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/40 of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Recreation of Corporate Units. (a) Subject Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may effect a Collateral Substitution and recreate Corporate Units at any time from and after on or prior to 5:00 p.m. (New York City time) on the date of this Agreement, other than during a Blackout Period or after a Successful Remarketingseventh Business Day immediately preceding the Purchase Contract Settlement Date; provided that Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 40 Treasury Units. To recreate Corporate Units, the Holder must: (1) Transfer transfer to the Collateral Agent for credit to the Collateral Account Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities to be releasedcomprising part of the Treasury Units; and (2) Transfer transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary for deposit in the Collateral Account and (ii) instructing the Purchase Contract Agent to instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit H heretoC to the Pledge Agreement. Upon confirmation that receipt of the Senior Notes described in clause (1) above have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall promptly will cause the Securities Intermediary to effect the release such of the Pledged Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge by directing and the Securities Intermediary by a notice, substantially in the form of Exhibit I hereto, to Transfer such Pledged Treasury Securities transfer thereof to the Purchase Contract Agent for distribution to such Holder, on behalf of the Holder free and clear of the Pledge created hereby. The substituted Notes will be pledged to the Company through the Collateral Agent to secure such HolderCompany’s obligation to purchase shares of Common Stock under the related Purchase Contract. Upon credit to the Collateral Account of Notes delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created herebysecurity interest therein. Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) deliver Corporate Units in book-entry form or, if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to recreate Corporate Units shall be responsible for any taxes, governmental charges or other fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent)) in respect of the recreation, attributable to such Collateral Substitution and neither the Company nor the Purchase Contract Agent shall be responsible for any such taxes, governmental charges or other fees or expenses. (b) . If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, a Holder of Treasury Units may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute the Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities, but only in multiples of 4,000 Treasury Units. In such an event, the Holder shall transfer the appropriate Applicable Ownership Interests in the Treasury Portfolio to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder Treasury Securities in the manner set forth above. Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Cash Merger Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the 1/40 of a Treasury Security and the Purchase Contract composing comprising such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.