Common use of REESTABLISHMENT OF EQUITY UNITS Clause in Contracts

REESTABLISHMENT OF EQUITY UNITS. (a) A Holder of Stripped Equity Units may reestablish Equity Units at any time from and after the date of this Agreement and on or prior to the second Business Day immediately preceding the Stock Purchase Date, by (i) depositing with the Collateral Agent the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (identified and calculated by reference to the Treasury Consideration then comprising Equity Units), as the case may be, then comprising such number of Equity Units as is equal to such Stripped Equity Units and (ii) transferring such Stripped Equity Units to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Equity Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Equity Units during the periods beginning on the fourth Business Day prior to any Remarketing Period and ending on the third Business Day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company’s security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Stripped Equity Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Equity Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Forward Purchase Contracts as were evidenced by the cancelled Stripped Equity Units.

REESTABLISHMENT OF EQUITY UNITS. (a) A Unless a successful remarketing or a Tax Event Redemption has occurred, a Holder of Stripped Equity Units may reestablish Equity Units at any time from and after the date of this Agreement and on or prior to the second tenth Business Day immediately preceding the Stock Purchase Date, by (i) depositing with the Collateral Agent the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (identified and calculated by reference to the Treasury Consideration then comprising Equity Units), as the case may be, then comprising such number of Equity Units as is equal to such Stripped Equity Units and (ii) transferring such Stripped Equity Units to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Equity Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Equity Units during the periods beginning on the fourth Business Day prior to any Remarketing Period and ending on the third Business Day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company’s 's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Stripped Equity Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Equity Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Forward Purchase Contracts as were evidenced by the cancelled Stripped Units. (b) Holders of Stripped Units may reestablish Equity Units only in integral multiples of 20 Stripped Units for 20 Equity Units. (c) Except as provided in this Section 3.14, for so long as the Forward Purchase Contract underlying a Stripped Unit remains in effect, such Stripped Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped Unit in respect of the Treasury Security and Forward Purchase Contract comprising such Stripped Unit may be acquired, and may be transferred and exchanged, only as a Stripped Unit. (d) Holders of Stripped Units who reestablish Equity Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. (e) In the event a Holder who reestablishes Equity Units pursuant to this Section 3.14 fails to effect a book-entry transfer of the Stripped Units or fails to deliver a Stripped Units Certificate to the Agent after depositing Pledged Notes with the Collateral Agent, the Treasury Securities constituting a part of such Stripped Units, and any distributions on such Treasury Securities shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Stripped Units are so transferred or the Stripped Units Certificate is so delivered, as the case may be, or, with respect to a Stripped Units Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

REESTABLISHMENT OF EQUITY UNITS. (a) A Subject to the conditions set forth in this Agreement, a Holder of Stripped Treasury Equity Units may reestablish Equity Units at any time from and after the date of this Agreement and on or prior to or on the second seventh Business Day immediately preceding the Stock Purchase Warrant Settlement Date, by unless a Tax Event Redemption or a Successful Initial Remarketing has occurred, by: (i) depositing with the Collateral Agent Notes having an aggregate principal amount equal to the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in aggregate principal amount at maturity of the Treasury Portfolio (identified and calculated by reference to Securities comprising part of the Treasury Consideration then comprising Equity Units), as the case may be, then comprising such number of Equity Units as is equal to such Stripped Equity Units and ; and (ii) transferring such Stripped the related Treasury Equity Units to the Warrant Agent accompanied by a notice to the Warrant Agent, substantially in the form of Exhibit D C hereto, (a) stating that the Holder has transferred the relevant amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and (b) requesting that the Warrant Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Treasury Equity Units, whereupon the Warrant Agent shall promptly give provide an instruction to such instruction effect to the Collateral Agent, substantially in the form of Exhibit C hereto. Notwithstanding to the foregoing, a Holder may not reestablish Equity Units during the periods beginning on the fourth Business Day prior to any Remarketing Period and ending on the third Business Day after the end of such Remarketing PeriodPledge Agreement. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release to the Agent, on behalf of the Holder, such Pledged Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge, free and clear of the Company’s 's security interest therein, and upon the transfer to the Warrant Agent on behalf of the Holder. Upon receipt thereof thereof, the Warrant Agent shall promptly: (i) cancel the related Stripped Treasury Equity Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Equity Units Certificate executed by the Company in accordance with Section 3.3 3.03 evidencing the same number of Forward Purchase Contracts Equity Units as were evidenced by the cancelled Stripped Treasury Equity Units. Holders who elect to re-establish Equity Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the reestablishment, and the Company shall not be responsible for any such fees or expenses. Holders of Treasury Equity Units may only re-establish Equity Units in integral multiples of 40 Treasury Equity Units and only if a Tax Event Redemption or a Successful Initial Remarketing has not occurred. In the event a Holder re-establishing Equity Units pursuant to this SECTION 3.14 fails to effect a book-entry transfer of the Treasury Equity Units or fails to deliver a Equity Certificate to the Warrant Agent after depositing the Notes with the Collateral Agent, the Treasury Equity Securities constituting a part of such Treasury Equity Units shall be held in the name of the Warrant Agent or its nominee in trust for the benefit of such Holder, until such Treasury Equity Units are so transferred or the Equity Certificate is so delivered, as the case may be, or, with respect to a Certificate for Treasury Equity Units, such Holder provides evidence satisfactory to the Company and the Warrant Agent that such Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this SECTION 3.14 and except as necessary to effect the Pledge, for so long as the Warrant underlying a Treasury Equity Unit remains in effect, such Treasury Equity Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Equity Unit in respect of the 1/40 of a Treasury Security and the Warrant comprising such Treasury Equity Unit may be acquired, and may be transferred and exchanged, only as a Treasury Equity Unit.

REESTABLISHMENT OF EQUITY UNITS. (a) A Holder of Stripped Equity Units may reestablish Equity Units at any time from and after the date of this Agreement and on or prior to the second Business Day immediately preceding the Stock Purchase Date, by (i) depositing with the Collateral Agent the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (identified and calculated by reference to the Treasury Consideration then comprising Equity Units), as the case may be, then comprising such number of Equity Units as is equal to such Stripped Equity Units and (ii) transferring such Stripped Equity Units to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Equity Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Equity Units during the periods beginning on the fourth Business Day prior to any Remarketing Period and ending on the third Business Day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company’s 's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Stripped Equity Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Equity Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Forward Purchase Contracts as were evidenced by the cancelled Stripped Equity Units.

REESTABLISHMENT OF EQUITY UNITS. (a) A Subject to the conditions set forth in this Agreement, a Holder of Stripped Treasury Equity Units may reestablish Equity Units at any time from and after the date of this Agreement and on or prior to or on the second seventh Business Day immediately preceding the Stock Purchase Warrant Settlement Date, by unless a Tax Event Redemption or a Successful Initial Remarketing has occurred, by: (i) depositing with the Collateral Agent Securities Intermediary Notes having an aggregate principal amount equal to the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in aggregate principal amount at maturity of the Treasury Portfolio (identified and calculated by reference to Securities comprising part of the Treasury Consideration then comprising Equity Units), as the case may be, then comprising such number of Equity Units as is equal to such Stripped Equity Units and ; and (ii) transferring such Stripped the related Treasury Equity Units to the Warrant Agent accompanied by a notice to the Warrant Agent, substantially in the form of Exhibit D C hereto, (a) stating that the Holder has transferred the relevant amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent Securities Intermediary and (b) requesting that the Warrant Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Treasury Equity Units, whereupon the Warrant Agent shall promptly give provide an instruction to such instruction effect to the Collateral Agent, substantially in the form of Exhibit C hereto. Notwithstanding to the foregoing, a Holder may not reestablish Equity Units during the periods beginning on the fourth Business Day prior to any Remarketing Period and ending on the third Business Day after the end of such Remarketing PeriodPledge Agreement. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release to the Agent, on behalf of the Holder, such Pledged Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge, free and clear of the Company’s 's security interest therein, and upon the transfer to the Warrant Agent on behalf of the Holder. Upon receipt thereof thereof, the Warrant Agent shall promptly: (i) cancel the related Stripped Treasury Equity Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Equity Units Certificate executed by the Company in accordance with Section 3.3 3.03 evidencing the same number of Forward Purchase Contracts Equity Units as were evidenced by the cancelled Stripped Treasury Equity Units. Holders who elect to re-establish Equity Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the reestablishment, and the Company shall not be responsible for any such fees or expenses. Holders of Treasury Equity Units may only re-establish Equity Units in integral multiples of 40 Treasury Equity Units and only if a Tax Event Redemption or a Successful Initial Remarketing has not occurred. In the event a Holder re-establishing Equity Units pursuant to this SECTION 3.14 fails to effect a book-entry transfer of the Treasury Equity Units or fails to deliver a Equity Certificate to the Warrant Agent after depositing the Notes with the Collateral Agent, the Treasury Equity Securities constituting a part of such Treasury Equity Units shall be held in the name of the Warrant Agent or its nominee in trust for the benefit of such Holder, until such Treasury Equity Units are so transferred or the Equity Certificate is so delivered, as the case may be, or, with respect to a Certificate for Treasury Equity Units, such Holder provides evidence satisfactory to the Company and the Warrant Agent that such Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this SECTION 3.14, for so long as the Warrant underlying a Treasury Equity Unit remains in effect, such Treasury Equity Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Equity Unit in respect of the 1/40 of a Treasury Security and the Warrant comprising such Treasury Equity Unit may be acquired, and may be transferred and exchanged, only as a Treasury Equity Unit.

REESTABLISHMENT OF EQUITY UNITS. (a) A Holder of Stripped Equity Units may reestablish Equity Units If no Tax Event Redemption shall have occurred, at any time from and after the date of this Agreement and on or prior to the second seventh Business Day immediately preceding the Stock Purchase Warrant Settlement Date, a Holder of Treasury Equity Units shall have the right to reestablish Equity Units by substitution of Notes or security entitlements with respect thereto for Pledged Treasury Securities in integral multiples of 40 Treasury Equity Units by: (i1) depositing with Transferring to the Collateral Agent the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (identified and calculated by reference security entitlements with respect thereto, having a principal amount equal to the Value of the Pledged Treasury Consideration then comprising Equity Units)Securities to be released, as the case may be, then comprising such number of Equity Units as is equal to such Stripped Equity Units and (ii) transferring such Stripped Equity Units to the Agent accompanied by a notice to the Agentnotice, substantially in the form of Exhibit D C to the Warrant Agreement, and all applicable fees whereupon the Warrant Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT C hereto, stating that the such Holder has transferred Transferred the relevant amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities underlying related to such Stripped Treasury Equity Units, whereupon ; and (2) delivering the Agent shall promptly give such instruction related Treasury Equity Units to the Collateral Warrant Agent, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Equity Units during the periods beginning on the fourth Business Day prior to any Remarketing Period and ending on the third Business Day after the end of such Remarketing Period. Upon receipt of such notice and confirmation that Notes have been transferred to the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, Collateral Agent as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreementsuch notice, the Collateral Agent will shall instruct the Securities Intermediary by a notice in the form provided in EXHIBIT D hereto to release to the Agent, on behalf of the Holder, such Pledged Treasury Securities from Pledge by Transfer to the PledgeWarrant Agent for distribution to such Holder, free and clear of the Company’s any lien, pledge or security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Stripped Equity Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Equity Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Forward Purchase Contracts as were evidenced by the cancelled Stripped Equity Unitscreated hereby.

REESTABLISHMENT OF EQUITY UNITS. (a) A Holder of Stripped Equity Units may reestablish Equity Units If no Tax Event Redemption shall have occurred, at any time from and after the date of this Agreement and on or prior to the second seventh Business Day immediately preceding the Stock Purchase Warrant Settlement Date, by (i) depositing with the Collateral Agent the Notes or the appropriate a Holder of Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (identified and calculated by reference to the Treasury Consideration then comprising Equity Units), as the case may be, then comprising such number of Equity Units as is equal shall have the right to such Stripped reestablish Equity Units and (ii) transferring such Stripped Equity Units to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount substitution of Notes or security entitlements with respect thereto for Pledged Treasury Securities in integral multiples of 40 Treasury Equity Units by: (1) Transferring to the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities Intermediary for credit to the Collateral Agent and requesting that Account Notes or security entitlements with respect thereto having a principal amount equal to the Agent instruct the Collateral Agent to release Value of the Pledged Treasury Securities underlying such Stripped Equity Unitsto be released, whereupon the Agent shall promptly give such instruction to the Collateral Agentaccompanied by a notice, substantially in the form of Exhibit C to the Warrant Agreement, and all applicable fees whereupon the Warrant Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT C hereto. Notwithstanding , stating that such Holder has Transferred the foregoingNotes or security entitlements with respect thereto, a Holder may not reestablish 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 Equity Units; and (2) delivering the related Treasury Equity Units during to the periods beginning on the fourth Business Day prior to any Remarketing Period and ending on the third Business Day after the end of such Remarketing PeriodWarrant Agent. Upon receipt of the such notice and confirmation that Notes or security entitlements with respect thereto have been credited to the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, Collateral Account as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreementsuch notice, the Collateral Agent will shall instruct the Securities Intermediary by a notice in the form provided in EXHIBIT D hereto to release to the Agent, on behalf of the Holder, such Pledged Treasury Securities from Pledge by Transfer to the PledgeWarrant Agent for distribution to such Holder, free and clear of the Company’s any lien, pledge or security interest therein, and upon receipt thereof the Agent shall promptly:created hereby. (ib) cancel Upon credit to the Collateral Account of Notes or security entitlements with respect thereto delivered by a Holder of Treasury Equity Units and receipt of the related Stripped Equity Units; (ii) transfer instruction from the Collateral Agent, the Securities Intermediary shall release the Pledged Treasury Securities and shall promptly transfer the same to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Equity Units Certificate executed Warrant Agent for distribution by the Company in accordance with Section 3.3 evidencing the same number Warrant Agent to such Holder, free and clear of Forward Purchase Contracts as were evidenced by the cancelled Stripped Equity Unitsany lien, pledge or security interest created hereby.

REESTABLISHMENT OF EQUITY UNITS. (a) A Unless a successful remarketing or a Tax Event Redemption has occurred, a Holder of Stripped Equity Units may reestablish Equity Units at any time from and after the date of this Agreement and on or prior to the second tenth Business Day immediately preceding the Stock Purchase Date, by (i) depositing with the Collateral Agent the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (identified and calculated by reference to the Treasury Consideration then comprising Equity Units), as the case may be, then comprising such number of Equity Units as is equal to such Stripped Equity Units and (ii) transferring such Stripped Equity Units to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Equity Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Equity Units during the periods beginning on the fourth Business Day prior to any Remarketing Period and ending on the third Business Day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company’s security interest therein, and upon receipt thereof the Agent shall promptly:form (i) cancel the related Stripped Equity Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Equity Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Forward Purchase Contracts as were evidenced by the cancelled Stripped Units. (b) Holders of Stripped Units may reestablish Equity Units only in integral multiples of 20 Stripped Units for 20 Equity Units. (c) Except as provided in this Section 3.14, for so long as the Forward Purchase Contract underlying a Stripped Unit remains in effect, such Stripped Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped Unit in respect of the Treasury Security and Forward Purchase Contract comprising such Stripped Unit may be acquired, and may be transferred and exchanged, only as a Stripped Unit. (d) Holders of Stripped Units who reestablish Equity Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. (e) In the event a Holder who reestablishes Equity Units pursuant to this Section 3.14 fails to effect a book-entry transfer of the Stripped Units or fails to deliver a Stripped Units Certificate to the Agent after depositing Pledged Notes with the Collateral Agent, the Treasury Securities constituting a part of such Stripped Units, and any distributions on such Treasury Securities shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Stripped Units are so transferred or the Stripped Units Certificate is so delivered, as the case may be, or, with respect to a Stripped Units Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

REESTABLISHMENT OF EQUITY UNITS. (a) A Holder of Stripped Equity Units may reestablish Equity Units at any time from and after the date of this Agreement and on or prior to the second Business Day immediately preceding the Stock Purchase Date, by (i) depositing with the Collateral Agent the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (identified and calculated by reference to the Treasury Consideration then comprising Equity Units), as the case may be, then comprising such number of Equity Units as is equal to such Stripped Equity Units and (ii) transferring such Stripped Equity Units to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Equity Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Equity Units during the periods beginning on the fourth Business Day prior to any Remarketing Period and ending on the third Business Day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company’s security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Stripped Equity Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Equity Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Forward Purchase Contracts as were evidenced by the cancelled Stripped Equity Units. (b) Holders of Stripped Equity Units may reestablish Equity Units (i) only in integral multiples of 20 Stripped Equity Units for 20 Equity Units or (ii) if the reestablishment occurs after the Remarketing Date (in either case, if such remarketing is successful) or any Subsequent Remarketing Date, or after a Tax Event Redemption, only in integral multiples of Stripped Equity Units such that the Treasury Consideration to be deposited and the Treasury Securities to be released are in integral multiples of $1,000. (c) Except as provided in this Section 3.14, for so long as the Forward Purchase Contract underlying a Stripped Equity Units remains in effect, such Stripped Equity Units shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped Equity Units in respect of the Treasury Security and Forward Purchase Contract comprising such Stripped Equity Units may be acquired, and may be transferred and exchanged, only as a Stripped Equity Units. (d) Holders of Stripped Equity Units who reestablish Equity Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. (e) In the event a Holder who reestablishes Equity Units pursuant to this Section 3.14 fails to effect a book-entry transfer of the Stripped Equity Units or fails to deliver a Stripped Equity Units Certificate to the Agent after depositing Pledged Notes, the Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, with the Collateral Agent, the Treasury Securities constituting a part of such Stripped Equity Units, and any distributions on such Treasury Securities shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Stripped Equity Units are so transferred or the Stripped Equity Units Certificate is so delivered, as the case may be, or, with respect to a Stripped Equity Units Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Stripped Equity Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.