Common use of Reestablishment of Upper DECS Clause in Contracts

Reestablishment of Upper DECS. (a) A Holder of Stripped DECS may reestablish Upper DECS 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 Upper DECS), as the case may be, then comprising such number of Upper DECS as is equal to such Stripped DECS and (ii) transferring such Stripped DECS 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 DECS, 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 Upper DECS 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 DECS; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Upper DECS 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 DECS. (b) Holders of Stripped DECS may reestablish Upper DECS (i) only in integral multiples of 40 Stripped DECS for 40 Upper DECS or (ii) if the reestablishment occurs after the Remarketing Date (if such remarketing is successful) or any Subsequent Remarketing Date, or after a Tax Event Redemption, only in integral multiples of Stripped DECS 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 DECS remains in effect, such Stripped DECS shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped DECS in respect of the Treasury Security and Forward Purchase Contract comprising such Stripped DECS may be acquired, and may be transferred and exchanged, only as a Stripped DECS. (d) Holders of Stripped DECS who reestablish Upper DECS 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 Upper DECS pursuant to this Section 3.14 fails to effect a book-entry transfer of the Stripped DECS or fails to deliver a Stripped DECS 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 DECS, 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 DECS are so transferred or the Stripped DECS Certificate is so delivered, as the case may be, or, with respect to a Stripped DECS Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Stripped DECS Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Reestablishment of Upper DECS. (a) A Holder of Stripped DECS may reestablish Upper DECS 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 (x) if the substitution occurs prior to a successful remarketing of the Notes, 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 Upper DECS), as the case may be, then comprising such number of Upper DECS as is equal to such Stripped DECS or (y) if the substitution occurs after a successful remarketing of the Notes or a Tax Event Redemption, the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio identified and calculated by reference to the Treasury Consideration or the Treasury Portfolio then constituting a part of the Upper DECS, as the case may be, and (ii) transferring such Stripped DECS 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 DECS, 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 Upper DECS 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 DECS; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Upper DECS 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 DECS. (b) Holders of Stripped DECS may reestablish Upper DECS (i) only in integral multiples of 40 20 Stripped DECS for 40 20 Upper DECS or (ii) if the reestablishment occurs after the Remarketing Date (if such remarketing is successful) or any Subsequent Remarketing Datea successful remarketing, or after a Tax Event Redemption, only in integral multiples of Stripped DECS such that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, 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 DECS remains in effect, such Stripped DECS shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped DECS in respect of the Treasury Security and Forward Purchase Contract comprising such Stripped DECS may be acquired, and may be transferred and exchanged, only as a Stripped DECS. (d) Holders of Stripped DECS who reestablish Upper DECS 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 Upper DECS pursuant to this Section 3.14 fails to effect a book-entry transfer of the Stripped DECS or fails to deliver a Stripped DECS Certificate to the Agent after depositing Pledged Notes, the Pledged Treasury Consideration or Pledged Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Treasury Securities constituting a part of such Stripped DECS, 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 DECS are so transferred or the Stripped DECS Certificate is so delivered, as the case may be, or, with respect to a Stripped DECS Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Stripped DECS Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Reestablishment of Upper DECS. (a) A Holder of Stripped DECS may reestablish Upper DECS at any time from and after the date of this Agreement and on or prior to the second Business Day immediately preceding the a 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 Upper DECS), as the case may be, then comprising such number of Upper DECS as is equal to such Stripped DECS and (ii) transferring such Stripped DECS 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 DECS, 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 Upper DECS 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 DECS; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Upper DECS 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 DECS. (b) Holders of Stripped DECS may reestablish Upper DECS (i) only in integral multiples of 40 20 Stripped DECS for 40 20 Upper DECS or (ii) if the reestablishment occurs after the Remarketing Date or an Accelerated 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 DECS 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 DECS remains in effect, such Stripped DECS shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped DECS in respect of the Treasury Security and Forward Purchase Contract comprising such Stripped DECS may be acquired, and may be transferred and exchanged, only as a Stripped DECS. (d) Holders of Stripped DECS who reestablish Upper DECS 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 Upper DECS pursuant to this Section 3.14 fails to effect a book-entry transfer of the Stripped DECS or fails to deliver a Stripped DECS 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 DECS, 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 DECS are so transferred or the Stripped DECS Certificate is so delivered, as the case may be, or, with respect to a Stripped DECS Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Stripped DECS Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Reestablishment of Upper DECS. (a) A Holder of a Stripped DECS may reestablish recreate Upper DECS at any time from (i) on or prior to the seventh Business Day immediately preceding the Forward Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and after the date of this Agreement and (ii) on or prior to the second Business Day immediately preceding the Stock Forward Purchase Contract Settlement Date, by (i) depositing with the Collateral Agent the Notes if a Tax Event Redemption or the appropriate Treasury Consideration or a Successful Initial Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Upper DECS, in each case by (identified and calculated by reference to a) depositing with the Collateral Agent Notes or the appropriate Applicable Ownership Interest of the Treasury Consideration then comprising Upper DECS)Portfolio, as the case may be, then comprising having an aggregate principal amount in the case of the Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such number term) of Upper DECS the Treasury Portfolio, as is the case may be, equal to such the aggregate principal amount of the Treasury Securities comprising part of the Stripped DECS and (iib) transferring such the related Stripped DECS 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 of 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 DECS, 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 Upper DECS 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 of the Treasury Portfolio, as the case may be, described in clause (ia) above and the instruction described in clause (iib) 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 the Treasury Securities having a corresponding aggregate principal amount 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 DECS; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver an Upper DECS 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 DECS. (b) . Holders of Stripped DECS may reestablish Upper DECS (i) only in integral multiples of 40 20 Stripped DECS for 40 the same multiple of 20 Upper DECS or (ii) if the reestablishment occurs after the Remarketing Date (if such remarketing is successful) or any Subsequent Remarketing Date, or after a Tax Event RedemptionRedemption or a Successful Initial Remarketing has not occurred, only and in integral multiples of 32,000 Stripped DECS or another integral multiple such that the Treasury Consideration Securities to be deposited and the Treasury Securities those to be released are in integral multiples of $1,000. (c) Except as provided in this Section 3.14, 1,000 for so long as the Forward Purchase Contract underlying a Stripped DECS remains in effect, such Stripped DECS shall not be separable into its constituent parts, and the rights and obligations same multiple of the Holder of such Stripped DECS in respect of the Treasury Security and Forward Purchase Contract comprising such Stripped DECS may be acquired, and may be transferred and exchanged, only as a Stripped DECS. (d) Holders of Stripped DECS who reestablish Upper DECS shall be responsible for any fees if a Tax Event Redemption 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) a Successful Initial Remarketing has occurred. In the event a Holder who reestablishes re-establishing Upper DECS pursuant to this Section 3.14 fails to effect a book-entry transfer of the Stripped DECS or fails to deliver a Stripped DECS Certificate Certificate(s) to the Agent after depositing Pledged Notes, Notes or the Pledged Treasury Consideration or Pledged appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Treasury Securities constituting a part of such Stripped DECS, and any distributions on such Treasury Securities DECS shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Stripped DECS are so transferred or the Stripped DECS Certificate is so delivered, as the case may be, or, with respect to a Stripped DECS Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Stripped DECS 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 Forward Purchase Contract underlying a Stripped DECS remains in effect, such Stripped DECS shall not be separable into its constituent parts and the rights and obligations of the Holder of such Stripped DECS in respect of the Treasury Security and Forward Purchase Contract comprising such Stripped DECS may be acquired, and may be transferred and exchanged, only as a Stripped DECS.