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

Remarketing; Payment of Purchase Price.

Remarketing; Payment of Purchase Price. (i) The Company shall conduct a Remarketing of each series of Trust Preferred Securities in accordance with Article X of the relevant Trust Agreement and the Remarketing Agreement. (ii) With respect to any Trust Preferred Securities which constitute part of Normal Common Equity Units which are subject to the Remarketing with respect to the Third Remarketing Settlement Date for each series of the Trust Preferred Securities, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and Section 5.02(c) below, may, among other things, (A) retain such Trust Preferred Securities in full satisfaction of the Holders' obligations under the Stock Purchase Contracts or (B) sell such Trust Preferred Securities in one or more public or private sales or otherwise. (iii) Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date Holders of Separate Trust Preferred Securities may elect to have their Separate Trust Preferred Securities remarketed under the Remarketing Agreement by delivering their Separate Trust Preferred Securities, along with a notice of such election, substantially in the form of Exhibit F to the Pledge Agreement, to the Custodial Agent. The Custodial Agent shall hold Separate Trust Preferred Securities in an account separate from the Collateral Account in which the Pledged Trust Preferred Securities (as defined in the Pledge Agreement) shall be held. Holders of Separate Trust Preferred Securities electing to have their Separate Trust Preferred Securities remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, substantially in the form of Exhibit G to the Pledge Agreement, by 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Trust Preferred Securities to such Holder. Promptly after 11:00 a.m. on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate Trust Preferred Securities to be remarketed. After such time, such election shall become an irrevocable election to have such Separate Trust Preferred Securities remarketed in such Remarketing. (iv) The Stock Purchase Contract Agent shall give Holders of Common Equity Units, and the Company shall request that the Depositary or its nominee give Depositary Participants holding Common Equity Units and Separate Trust Preferred Securities, notice of a Remarketing at least 21 Business Days prior to the related Remarketing Date. Such notice will set forth the information required to be set forth in the notice pursuant to Section 10.4(a) of the relevant Trust Agreement. (i) Unless an Early Settlement or a Cash Merger Early Settlement has occurred prior to the applicable Stock Purchase Date, each Holder of Normal Common Equity Units shall have the right to satisfy such Holder's obligations under the Stock Purchase Contract on such Stock Purchase Date in cash by notifying the Stock Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to pay in cash ("Cash Settlement") by 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Stock Purchase Date. Promptly following 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Stock Purchase Date, the Stock Purchase Contract Agent shall notify the Collateral Agent of the receipt of such notices from Holders intending to make a Cash Settlement by use of a notice in substantially the form of Exhibit F hereto. (ii) A Holder of a Normal Common Equity Unit who has so notified the Stock Purchase Contract Agent of its intention to effect a Cash Settlement shall pay the Purchase Price to the Collateral Agent for deposit in the Collateral Account by 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the applicable Stock Purchase Date, in lawful money of the United States by certified or cashiers' check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary. Any cash so received shall be paid to the Company on the applicable Stock Purchase Date in partial settlement, in the case of the Initial Stock Purchase Date, and full settlement, in the case of the Subsequent Stock Purchase Date, of the Stock Purchase Contracts in accordance with the terms of this Agreement and the Pledge Agreement. (iii) If a Holder of a Normal Common Equity Unit does not notify the Stock Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.02(b)(ii) above, or does notify the Stock Purchase Contract Agent in accordance with Section 5.02(b)(i) above but fails to make such payment as required by Section 5.02(b)(ii) above, such Holder shall be deemed to have consented to the disposition of the Pledged Trust Preferred Securities pursuant to the next applicable Remarketing. (iv) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day preceding the applicable Stock Purchase Date, the Collateral Agent, based on cash payments received by the Collateral Agent pursuant to Section 5.02(b)(ii) hereof, shall promptly notify the Stock Purchase Contract Agent of the aggregate liquidation amount of Trust Preferred Securities to be tendered for purchase in the Remarketing in a notice pursuant to the terms of the Pledge Agreement. (v) In the event of a Failed Remarketing in respect of the Series A Trust Preferred Securities, (A) the Initial Stock Purchase Date shall be deferred for a quarterly period (except in the case of a Failed Remarketing with respect to the Third Remarketing Settlement Date for the Series A Trust Preferred Securities, in which case the Stock Purchase Date shall occur on the Third Remarketing Settlement Date for the Series A Trust Preferred Securities), and (B) if the Holders of Common Equity Units have delivered cash in order to effect Cash Settlement in accordance with Section 5.02(b)(ii) above, the Collateral Agent will promptly return the cash that it has received with respect to the Cash Settlement to the Stock Purchase Contract Agent for distribution to the applicable Holders of Normal Common Equity Units. (vi) In the event of a Failed Remarketing in respect of the Series B Trust Preferred Securities, (A) the Subsequent Stock Purchase Date shall be deferred for a quarterly period (except in the case of a Failed Remarketing with respect to the Third Remarketing Settlement Date for the Series B Trust Preferred Securities, in which case the Stock Purchase Date shall occur on the Third Remarketing Settlement Date for the Series B Trust Preferred Securities), and (B) if the Holders of Common Equity Units have delivered cash in order to effect Cash Settlement in accordance with Section 5.02(b)(ii) above, the Collateral Agent will promptly return the cash that it has received with respect to the Cash Settlement to the Stock Purchase Contract Agent for distribution to the applicable Holders of Normal Common Equity Units. (vii) In the event of a Successful Remarketing, if the Holders of Common Equity Units have delivered cash in order to effect Cash Settlement, the Collateral Agent will cause (i) the Securities Intermediary to effect the release from the Pledge such Holders related of Pledged Trust Preferred Securities of the series subject to the Successful Remarketing as to which such Holders have effected a Cash Settlement and (ii) the transfer of such Trust Preferred Securities to the Stock Purchase Contract Agent on behalf of the Holders free and clear of the Company's security interest therein. Upon receipt of such Trust Preferred Securities, the Stock Purchase Contract Agent shall promptly transfer the Trust Preferred Securities to the Holders. (c) The obligations of the Holders to pay the Purchase Price are non-recourse obligations and, except to the extent satisfied by Early Settlement, Cash Merger Early Settlement or Cash Settlement, are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event will Holders be liable for any deficiency between the Proceeds of the disposition of Collateral and the Purchase Price. (d) The Company shall not be obligated to issue any shares of Common Stock in respect of a Stock Purchase Contract or deliver any certificates thereof to the Holder of the related Common Equity Units unless the Company shall have received payment for the Common Stock to be purchased thereunder in the manner herein set forth.

Remarketing; Payment of Purchase Price. (a) The Corporation will notify, not later than seven nor more than 15 calendar days prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, Holders of Notes of the remarketing to take place on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, and, if necessary, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date and, if necessary, on the third Business Day immediately preceding the Purchase Contract Settlement Date (and, if such Notes are held in global form by DTC, the Corporation will cause DTC to notify its participants). (b) The Notes of holders of New PEPS Unit who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement or have failed to pay the Purchase Price to the Securities Intermediary will be sold by the Remarketing Agent (the “Remarketing”) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, and, if necessary, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date and, if necessary, on the third Business Day immediately preceding the Purchase Contract Settlement Date. The Purchase Contract Agent shall notify, by noon, New York City time, on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, the Remarketing Agent, the Collateral Agent, the Trustee and the Guarantor of the aggregate principal amount of Notes that are part of New PEPS Units to be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for remarketing such Notes to the Remarketing Agent. Upon receipt of such notice from the Purchase Contract Agent and such Notes from the Collateral Agent, the Remarketing Agent will use its reasonable efforts to remarket the Remarketed Notes, at a price of approximately 100.5% (but not less than 100%) of the aggregate principal amount of such Remarketed Notes, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date and, if the remarketing on such date fails, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date and, if the remarketing on such date fails, on the third Business Day immediately preceding the Purchase Contract Settlement Date. If the Remarketing Agent is able to remarket the Remarketed Notes at a price equal to or greater than 100% of the aggregate principal amount of the Remarketed Notes (a “Successful Remarketing”), the Remarketing Agent will remit the entire amount of the proceeds derived from the Successful Remarketing of the Notes that were components of New PEPS Units to the Collateral Agent; provided, however, that the Remarketing Agent may deduct as the remarketing fee (“Remarketing Fee”), an amount not exceeding 25 basis points (0.25%) of the aggregate principal amount of the Remarketed Notes from any amount of the proceeds of a Successful Remarketing in excess of the aggregate principal amount of the Remarketed Notes. The portion of the proceeds equal to the aggregate principal amount of the Remarketed Notes that were components of New PEPS Units will automatically be applied by the Collateral Agent, in accordance with the Pledge Agreement, to satisfy in full such New PEPS Units Holders’ obligations to pay the Purchase Price for the common stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Any proceeds in excess of those required to pay the Purchase Price and the Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the holders of the related New PEPS Units. Holders of the New PEPS Units whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. If, (i) in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the Remarketed Notes (other than to the Guarantor), of such holders of New PEPS Units at a price not less than 100% of the aggregate principal amount of the Remarketed Notes on or before the third Business Day immediately preceding the Purchase Contract Settlement Date or (ii) the remarketing has not occurred because a condition precedent to the remarketing has not been fulfilled, the remarketing will be deemed to have failed (a “Failed Final Remarketing”) and in accordance with the terms of the Pledge Agreement the Collateral Agent for the benefit of the Guarantor will exercise its rights as a secured party with respect to such Notes that are components of New PEPS Units including those actions specified in paragraph (d) below. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Supplemental Remarketing Agreement, on or prior to the ninth Business Day immediately preceding the Purchase Contract Settlement Date, Holders of Notes that are not pledged pursuant to the Pledge Agreement (“Separate Notes”) may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit F to the Pledge Agreement, to the Custodial Agent. The Custodial Agent shall hold such Separate Notes in an account separate from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit G to the Pledge Agreement, on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, upon receipt of which notice the Custodial Agent shall return such Separate Notes to such Holder. On the sixth Business Day immediately preceding the Purchase Contract Settlement Date, the Custodial Agent shall notify the Remarketing Agent and the Corporation of the aggregate principal amount of the Separate Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 5.7(c) of the Pledge Agreement and not withdrawn pursuant to the terms in Section 5.7(c) of the Pledge Agreement prior to such date. After deducting the Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds derived from a Successful Remarketing of the Separate Notes for the benefit of such Holders. In the event of a Failed Final Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders. (d) With respect to Notes that are components of New PEPS Units and which are subject to a Failed Final Remarketing, the Collateral Agent for the benefit of the Corporation reserves all of its rights as a secured party with respect thereto and, subject to applicable law, may, among other things, (i) retain the Notes or (ii) sell the Notes in one or more public or private sales, each in full satisfaction of the holders of New PEPS Units obligation’s under the Purchase Contracts. (e) If in connection with the Remarketing, it shall not be advisable, in the view of counsel (which need not be an opinion) for each of the Remarketing Agent and the Guarantor, under applicable law, regulations or interpretations in effect as of the fifth, the fourth or the third Business Day immediately preceding the Purchase Contract Settlement Date, as the case may be, to register the offer and sale by the Remarketing Agent of the Notes under the Securities Act of 1933 as otherwise contemplated by Section 5 of the Remarketing Agreement or to deliver a Prospectus in connection with the Remarketing, the Guarantor will: (i) use its reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper and advisable to permit and effectuate the offer and sale of the Notes in connection with the Remarketing hereunder without registration under the Securities Act of 1933 pursuant to an exemption therefrom, if available, including the exemption afforded by Rule 144A promulgated under the Securities Act of 1933 by the Securities and Exchange Commission, and (ii) if requested by the Remarketing Agent, furnish a current preliminary remarketing memorandum and a current final remarketing memorandum (in such quantities as the Remarketing Agent may reasonably request) to be used by the Remarketing Agent in the Remarketing hereunder by a date that is not later than fifteen Business Days prior to the Purchase Contract Settlement Date (or such earlier date as the Remarketing Agent may reasonably request). The Guarantor shall pay all expenses relating thereto.

Remarketing; Payment of Purchase Price. (a) The Company shall conduct a Remarketing of the Trust Preferred Securities in accordance with Article XIII of the Declaration of Trust and the Remarketing Agreement. (i) With respect to any Trust Preferred Security that constitutes part of Normal MCAPS that are subject to a final Remarketing attempt, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Trust Preferred Securities and, subject to applicable law and Section 6.2(d), may, among other things, (i) retain such Trust Preferred Securities in full satisfaction of the Holders’ obligations under the Stock Purchase Contracts or (ii) sell such Trust Preferred Securities in one or more public or private sales as permitted by applicable law, in order to satisfy the Stock Purchase Contract Agent’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts. (ii) The Stock Purchase Contract Agent shall give Holders of MCAPS, and the Company shall request that the MCAPS Depositary or its nominee give MCAPS Depositary Participants holding MCAPS and Separate Trust Preferred Securities, notice of a Remarketing at least 21 Business Days prior to any Remarketing Date. Such notice will specify the information required to be specified in the notice pursuant to Section 13.2 of the Declaration of Trust. (b) Each Holder of Normal MCAPS shall have the right to satisfy such Holder’s obligations under the Stock Purchase Contract on the Stock Purchase Date with separate Qualifying Treasury Securities by notifying the Stock Purchase Contract Agent by presenting a notice in substantially the form of Exhibit E hereto of its intention to settle with Qualifying Treasury Securities and surrendering the Normal MCAPS certificate on or prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the beginning of any Remarketing Period and delivering Qualifying Treasury Securities having a principal amount equal to the Purchase Price under the related Stock Purchase Contracts to the Collateral Agent on or prior to 5:00 p.m. (New York City time) on the first Business Day immediately preceding the beginning of any Remarketing Period. Promptly following 5:00 p.m. (New York City time) on the second Business Day immediately preceding the beginning of any Remarketing Period, the Stock Purchase Contract Agent shall notify the Collateral Agent and the Trustee of the receipt of such notices from Holders intending to make a Settlement with Qualifying Treasury Securities by use of a notice in substantially the form of Exhibit F hereto. (i) A Holder of a Normal MCAPS who has so notified the Stock Purchase Contract Agent of its intention to effect a Settlement with Qualifying Treasury Securities shall deliver the Qualifying Treasury Securities specified in Section 6.2(b) above to the Collateral Agent for deposit in the Collateral Account on or prior to 5:00 p.m. (New York City time) on the first Business Day immediately preceding the beginning of any Remarketing Period. Any securities or their proceeds received shall be paid or delivered, as the case may be, to the Company on the Stock Purchase Date in settlement of the Stock Purchase Contracts in accordance with the terms of this Agreement and the Collateral Agreement. (ii) If a Holder of a Normal MCAPS does not notify the Stock Purchase Contract Agent of its intention to make a Settlement with Qualifying Treasury Securities in accordance with Section 6.2(b)(ii), or does notify the Stock Purchase Contract Agent in accordance with Section 6.2(b)(i) but fails to make such delivery as required by Section 6.2(b)(ii), such Holder shall be deemed to have consented to the disposition of the Pledged Trust Preferred Securities pursuant to the next applicable Remarketing. (iii) As soon as practicable after 5:00 p.m. (New York City time) on the first Business Day immediately preceding the beginning of any Remarketing Period, the Collateral Agent, based on Qualifying Treasury Securities received by the Collateral Agent pursuant to Section 6.2(b)(ii), shall promptly notify the Stock Purchase Contract Agent of the aggregate liquidation amount of Trust Preferred Securities to be tendered for purchase in the Remarketing in a notice pursuant to the terms of the Collateral Agreement. (iv) In the event of a Remarketing that is not Successful, (A) the Stock Purchase Date shall be deferred for a quarterly period, except in the case of a Failed Remarketing, in which case the Stock Purchase Date shall occur on May 31, 2013 (or the fifth scheduled Remarketing Settlement Date in the case of an Early Remarketing), and (B) if the Holders of MCAPS have delivered Qualifying Treasury Securities in order to effect Settlement with Qualifying Treasury Securities in accordance with Section 6.2(b)(ii), the Collateral Agent will promptly return the Qualifying Treasury Securities or their proceeds, as the case may be, that it has received with respect to the Settlement with Qualifying Treasury Securities to the Stock Purchase Contract Agent for distribution to the applicable Holders of Normal MCAPS. (v) In the event of a Successful Remarketing, if the Holders of MCAPS have delivered Qualifying Treasury Securities in order to effect Settlement with Qualifying Treasury Securities, the Collateral Agent will cause the Securities Intermediary to effect the release of Pledged Trust Preferred Securities from the Pledge and the transfer of such Trust Preferred Securities to the Stock Purchase Contract Agent on behalf of the Holders free and clear of the Company’s security interest therein. Upon receipt of such Trust Preferred Securities, the Stock Purchase Contract Agent shall promptly transfer the Trust Preferred Securities to the Holders. (c) The obligations of the Holders to pay the Purchase Price are non-recourse obligations and, except to the extent satisfied by Settlement with Qualifying Treasury Securities, are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event will the Holders be liable for any deficiency between the Proceeds of the disposition of Collateral and the Purchase Price. (d) The Company shall not be obligated to issue any Depositary Shares in respect of a Stock Purchase Contract or deliver any certificates therefor to the Holder of the related MCAPS unless the Company shall have received payment for the Depositary Shares to be purchased thereunder in the manner herein specified.

Remarketing; Payment of Purchase Price. (i) The Issuer shall engage the Remarketing Agent pursuant to the Remarketing Agreement for Remarketing the Notes. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the Remarketing Date, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Notes (if any) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Notes, to the Remarketing Agent. Upon receipt of such notice from the Purchase Contract Agent and Custodial Agent and the Pledged Notes and Separate Notes (if any) from the Collateral Agent and Custodial Agent, the Remarketing Agent will, on the Remarketing Date, use its reasonable efforts to remarket (based on the Reset Rate) (the Remarketing) such Pledged Notes and Separate Notes on such date at a price as designated in the applicable Issuer Order. If the Remarketing Agent is able to remarket the Notes and Separate Notes at a price equal to or greater than 100% (net of the Remarketing Fee and any other fees and commissions) of the aggregate principal amount of the Notes and Separate Notes (if any) (a Successful Remarketing), the Remarketing Agent will remit the proceeds attributable to the Remarketing of the Pledged Notes from such Successful Remarketing to the Collateral Agent. The Remarketing Agent shall deduct as a remarketing fee (the Remarketing Fee) an amount as designated in the applicable Issuer Order. Upon receipt of the proceeds attributable to the Remarketing, the Collateral Agent shall cause the Securities Intermediary to transfer the Pledged Notes to the Purchase Contract Agent for disposition in accordance with instructions from the Remarketing Agent. None of the Issuer, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Notes whose Notes or Separate Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. With respect to Separate Notes, any proceeds of the Remarketing in excess of the Remarketing Fee attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the holders of Separate Notes. The proceeds from the Remarketing remitted to the Collateral Agent shall be invested by the Collateral Agent in Permitted Investments, in accordance with the Pledge Agreement, and then applied to satisfy in full the obligations of such Holders of Corporate Units to pay the Purchase Price for the shares of Common Stock under the related Purchase Contracts, less the amount of any Deferred Contract Adjustment Payments payable to such Holders, on the Purchase Contract Settlement Date. Any proceeds in excess of those required to pay the Purchase Price and the Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. With respect to Pledged Notes, any proceeds of the Remarketing in excess of the Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. (ii) Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Notes may elect to have their Separate Notes remarketed under the Remarketing Agreement by delivering their Separate Notes, along with a notice of such election, substantially in the form of Exhibit 6 to the Pledge Agreement, to the Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Notes remarketed in such Remarketing. The Custodial Agent shall hold Separate Notes in an account separate from the Collateral Account in which the Pledged Notes (as defined in the Pledge Agreement) shall be held. Holders of Separate Notes electing to have their Separate Notes remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, substantially in the form of Exhibit 7 to the Pledge Agreement, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Remarketing Date, upon which notice the Custodial Agent shall return such Separate Notes to such Holder. Promptly after 11:00 a.m. on the Business Day immediately preceding the Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all such Separate Notes delivered to the Custodial Agent pursuant to Section 5.7(c) of the Pledge Agreement and not validly withdrawn prior to such date. (iii) Not later than seven calendar days nor more than 15 calendar days prior to the Remarketing Date, the Issuer shall request the Depositary or its nominee to notify the Beneficial Owners or Depositary Participants holding Units of the procedures to be followed in such Remarketing, including, in the case of a Failed Remarketing, the procedures to be followed if a Holder wishes to exercise its Put Right(s). (iv) The Issuer agrees to use its reasonable efforts to ensure that, if required by applicable law, a registration statement with regard to the full amount of the Notes to be remarketed in the Remarketing shall be effective with the Securities and Exchange Commission in a form that will enable the Remarketing Agent to rely on it in connection with such Remarketing. (i) Unless an Early Settlement or a Cash Merger Early Settlement has occurred, each Holder of Corporate Units shall have the right to satisfy such Holder's obligations under the Purchase Contract on the Purchase Contract Settlement Date in cash by notifying the Purchase Contract Agent by use of a notice in substantially the form of Exhibit 5 to this Agreement of its intention to pay in cash (Cash Settlement) prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date. Promptly following 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, the Purchase Contract Agent shall notify the Collateral Agent and the Indenture Trustee of the receipt of such notices from Holders intending to make a Cash Settlement. (ii) A Holder of a Corporate Unit who has so notified the Purchase Contract Agent of its intention to effect a Cash Settlement shall pay the Purchase Price to the Collateral Agent for deposit in the Collateral Account prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, in lawful money of the United States by certified or cashiers' check or wire transfer, in each case in immediately available funds payable to or upon the order of the Securities Intermediary. Any cash received by the Collateral Agent shall be invested promptly by the Securities Intermediary in Permitted Investments pursuant to written instructions received from the Issuer and paid to the Issuer on the Purchase Contract Settlement Date in settlement of the Purchase Contracts in accordance with the terms of this Agreement and the Pledge Agreement. Any funds received by the Securities Intermediary in respect of the investment earnings from such Permitted Investments in excess of the Purchase Price for the shares of Common Stock to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Holder. (iii) If a Holder of a Corporate Unit does not notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with paragraph 5.2(b)(i) above, or does notify the Purchase Contract Agent in accordance with paragraph 5.2(b)(i) above but fails to make such payment as required by paragraph 5.2(b)(ii) above, such Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the Remarketing as described in paragraph 5.2(a) above. (iv) Promptly after 5:00 p.m. (New York City time) on the fourth Business Day preceding the Purchase Contract Settlement Date, the Collateral Agent, based on cash payments received by the Collateral Agent pursuant to Section 5.2(b)(ii) hereof, shall promptly notify the Purchase Contract Agent and the Indenture Trustee of the aggregate principal amount of Notes to be tendered for purchase in the Remarketing in a notice pursuant to the terms of the Pledge Agreement. (c) If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket all of the Pledged Notes and Separate Notes (if any) at a price not less than 100% (net of the Remarketing Fee and any other fees and commissions) of the aggregate principal amount of the Pledged Notes and Separate Notes to be remarketed in the Remarketing or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the remarketing will be deemed to have failed (a Failed Remarketing). In the event of a Failed Remarketing, the Remarketing Agent shall use its reasonable efforts to remarket the Pledged Notes and Separate Notes (if any) such number of subsequent times as shall be designated in the applicable Issuer Order. If a Failed Remarketing shall have occurred for each required remarketing, the Issuer shall cause a notice of a Failed Remarketing to be published (with a copy of such notice to be provided to the Purchase Contract Agent) on the Business Day immediately following the Remarketing Date, in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal. Following a Failed Remarketing, as of the Purchase Contract Settlement Date, each Holder of any Pledged Notes that are subject to a Failed Remarketing, and any Notes that are a component of a Corporate Unit with respect to which the Holder has notified the Purchase Contract Agent of an intent to effect Cash Settlement pursuant to Section 5.2(b)(i) or Section 5.2(d)(i) and failed to deliver the Purchase Price pursuant to Section 5.2(b)(ii) or Section 5.2(d)(ii), shall be deemed to have exercised such Holder's Put Right with respect to such Notes and to have authorized the Collateral Agent to pay, in the manner provided for in the Pledge Agreement, the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right in full satisfaction of such Holder's obligations under the related Purchase Contracts, provided that if the Issuer shall fail to pay the Put Price when due, the Issuer shall be deemed to have netted such Holder's obligation to pay the Issuer the Purchase Price under the Purchase Contracts against the Issuer's obligation to pay the Put Price, in full satisfaction of such Holder's obligation under the Purchase Contracts. (i) Each Holder of a Corporate Unit who intends to effect a Cash Settlement of the underlying Purchase Contract following a Failed Remarketing shall so notify the Purchase Contract Agent by use of a notice in substantially the form of Exhibit 5 to this Agreement prior to 11:00 a.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date. Promptly following 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date, the Purchase Contract Agent shall notify the Collateral Agent and the Indenture Trustee of the receipt of such notices from Holders intending to make a Cash Settlement. (ii) A Holder of a Corporate Unit who has so notified the Purchase Contract Agent of its intention to effect a Cash Settlement shall pay the Purchase Price to the Collateral Agent for deposit in the Collateral Account prior to 11:00 a.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, in lawful money of the United States by certified or cashiers' check or wire transfer, in each case in immediately available funds payable to or upon the order of the Collateral Agent. (iii) If a Holder of a Corporate Unit does not notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.2(d)(i) above, or does notify the Purchase Contract Agent in accordance with Section 5.2(d)(i) above but fails to make such payment as required by Section 5.2(d)(ii) above, such Holder shall be deemed to have automatically exercised such Holder's Put Right following a Failed Remarketing as described in paragraph Section 5.2(c) above. (e) Any distribution to Holders of any payments described above shall be payable at the office of the Purchase Contract Agent in New York City maintained for that purpose or, at the option of the Holder, by check mailed to the address of the Person entitled thereto at such address as it appears on the Security Register or by wire transfer to an account specified by the Holder. (f) Upon Cash Settlement of any Purchase Contract: (i) the Collateral Agent will in accordance with the terms of the Pledge Agreement cause the Pledged Notes underlying the relevant Corporate Units to be released from the Pledge, free and clear of any security interest of the Issuer, and transferred to the Purchase Contract Agent for delivery to the Holder thereof or its designee as soon as practicable; and (ii) subject to the receipt thereof, the Purchase Contract Agent shall, by book-entry transfer or other appropriate procedures, in accordance with written instructions provided by the Holder thereof, transfer such Notes or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the abandoned property laws of the relevant state where such property is held). (g) The obligations of the Holders to pay the Purchase Price are non-recourse obligations and, except to the extent satisfied by Early Settlement, Cash Merger Early Settlement or Cash Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event will Holders be liable for any deficiency between the proceeds of the disposition of Collateral and the Purchase Price. (h) The Issuer shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates thereof to the Holder of the related Units unless the Issuer shall have received payment for the Common Stock to be purchased thereunder in the manner herein set forth.

Remarketing; Payment of Purchase Price. (a) The Corporation will notify, not later than seven nor more than 15 calendar days prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, Holders of Notes of the remarketing to take place on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, and, if necessary, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date and, if necessary, on the third Business Day immediately preceding the Purchase Contract Settlement Date (and, if such Notes are held in global form by DTC, the Corporation will cause DTC to notify its participants). (b) The Notes of holders of New PEPS Unit who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement or have failed to pay the Purchase Price to the Securities Intermediary will be sold by the Remarketing Agent (the "Remarketing") on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, and, if necessary, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date and, if necessary, on the third Business Day immediately preceding the Purchase Contract Settlement Date. The Purchase Contract Agent shall notify, by noon, New York City time, on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, the Remarketing Agent, the Collateral Agent, the Trustee and the Guarantor of the aggregate principal amount of Notes that are part of New PEPS Units to be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for remarketing such Notes to the Remarketing Agent. Upon receipt of such notice from the Purchase Contract Agent and such Notes from the Collateral Agent, the Remarketing Agent will use its reasonable efforts to remarket the Remarketed Notes, at a price of approximately 100.5% (but not less than 100%) of the aggregate principal amount of such Remarketed Notes, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date and, if the remarketing on such date fails, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date and, if the remarketing on such date fails, on the third Business Day immediately preceding the Purchase Contract Settlement Date. If the Remarketing Agent is able to remarket the Remarketed Notes at a price equal to or greater than 100% of the aggregate principal amount of the Remarketed Notes (a "Successful Remarketing"), the Remarketing Agent will remit the entire amount of the proceeds derived from the Successful Remarketing of the Notes that were components of New PEPS Units to the Collateral Agent; provided, however, that the Remarketing Agent may deduct as the remarketing fee ("Remarketing Fee"), an amount not exceeding 25 basis points (0.25%) of the aggregate principal amount of the Remarketed Notes from any amount of the proceeds of a Successful Remarketing in excess of the aggregate principal amount of the Remarketed Notes. The portion of the proceeds equal to the aggregate principal amount of the Remarketed Notes that were components of New PEPS Units will automatically be applied by the Collateral Agent, in accordance with the Pledge Agreement, to satisfy in full such New PEPS Units Holders' obligations to pay the Purchase Price for the common stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Any proceeds in excess of those required to pay the Purchase Price and the Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the holders of the related New PEPS Units. Holders of the New PEPS Units whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Immediately following a Successful Remarketing, the Remarketing Agent shall notify the Corporation, the Guarantor, the Calculation Agent and the Trustee of the initial Reset Rate and the Spread. If, (i) in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the Remarketed Notes (other than to the Guarantor), of such holders of New PEPS Units at a price not less than 100% of the aggregate principal amount of the Remarketed Notes on or before the third Business Day immediately preceding the Purchase Contract Settlement Date or (ii) the remarketing has not occurred because a condition precedent to the remarketing has not been fulfilled, the remarketing will be deemed to have failed (a "Failed Final Remarketing") and in accordance with the terms of the Pledge Agreement the Collateral Agent for the benefit of the Guarantor will exercise its rights as a secured party with respect to such Notes that are components of New PEPS Units including those actions specified in paragraph (d) below. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Supplemental Remarketing Agreement, on or prior to the ninth Business Day immediately preceding the Purchase Contract Settlement Date, Holders of Notes that are not pledged pursuant to the Pledge Agreement ("Separate Notes") may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit F to the Pledge Agreement, to the Custodial Agent. The Custodial Agent shall hold such Separate Notes in an account separate from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit G to the Pledge Agreement, on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, upon receipt of which notice the Custodial Agent shall return such Separate Notes to such Holder. On the sixth Business Day immediately preceding the Purchase Contract Settlement Date, the Custodial Agent shall notify the Remarketing Agent and the Corporation of the aggregate principal amount of the Separate Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 5.7(c) of the Pledge Agreement and not withdrawn pursuant to the terms in Section 5.7(c) of the Pledge Agreement prior to such date. After deducting the Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds derived from a Successful Remarketing of the Separate Notes for the benefit of such Holders. In the event of a Failed Final Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders. (d) With respect to Notes that are components of New PEPS Units and which are subject to a Failed Final Remarketing, the Collateral Agent for the benefit of the Corporation reserves all of its rights as a secured party with respect thereto and, subject to applicable law, may, among other things, (i) retain the Notes or (ii) sell the Notes in one or more public or private sales, each in full satisfaction of the holders of New PEPS Units obligation's under the Purchase Contracts. (e) If in connection with the Remarketing, it shall not be advisable, in the view of counsel (which need not be an opinion) for each of the Remarketing Agent and the Guarantor, under applicable law, regulations or interpretations in effect as of the fifth, the fourth or the third Business Day immediately preceding the Purchase Contract Settlement Date, as the case may be, to register the offer and sale by the Remarketing Agent of the Notes under the Securities Act of 1933 as otherwise contemplated by Section 5 of the Remarketing Agreement or to deliver a Prospectus in connection with the Remarketing, the Guarantor will: (i) use its reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper and advisable to permit and effectuate the offer and sale of the Notes in connection with the Remarketing hereunder without registration under the Securities Act of 1933 pursuant to an exemption therefrom, if available, including the exemption afforded by Rule 144A promulgated under the Securities Act of 1933 by the Securities and Exchange Commission, and (ii) if requested by the Remarketing Agent, furnish a current preliminary remarketing memorandum and a current final remarketing memorandum (in such quantities as the Remarketing Agent may reasonably request) to be used by the Remarketing Agent in the Remarketing hereunder by a date that is not later than fifteen Business Days prior to the Purchase Contract Settlement Date (or such earlier date as the Remarketing Agent may reasonably request). The Guarantor shall pay all expenses relating thereto.

Remarketing; Payment of Purchase Price. (a) (i) Unless a Special Event Redemption has occurred prior to the Initial Remarketing Date, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement for Remarketing the Notes. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the Initial Remarketing Date, Collateral Agent shall present the related Pledged Notes to the Remarketing Agent for Initial Remarketing (as defined below), and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Notes (if any) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for Remarketing the Pledged Notes, and the Custodial Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Notes, to the Remarketing Agent. Upon receipt of such notice from the Purchase Contract Agent and Custodial Agent and the Pledged Notes and Separate Notes (if any) from the Collateral Agent and Custodial Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable efforts to remarket (based on the Reset Rate) (the "Initial Remarketing") such Pledged Notes and Separate Notes on such date at a price of approximately ______% (or, if the Remarketing Agent is unable to remarket the Pledged Notes and Separate Notes at such rate, at a rate below ______% in the discretion of the Remarketing Agent, but in no event less than 100%, net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. If the Remarketing Agent is able to remarket the Pledged Notes and Separate Notes at a price equal to or greater than 100% (net of any Remarketing Fee and any other fees and commissions) of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent shall deduct as a remarketing fee (the "Remarketing Fee") an amount equal to the lesser of (i) 25 basis points (0.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price and (ii) the amount of the proceeds of such Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Notes whose Notes or Separate Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. With respect to Separate Notes, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the holders of Separate Notes. With respect to Pledged Notes, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Pledged Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Notes and the appropriate Applicable Ownership Interests (as 38 specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Ordinary Shares under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests in the Treasury Portfolio for Notes. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the Pledged Notes and the Separate Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100% (net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a "Failed Initial Remarketing"). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Pledged Notes and Separate Notes (if any) subject to such Remarketing to the Collateral Agent or the Custodial Agent, as the case may be.

Remarketing; Payment of Purchase Price. (a) (i) The Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement for Remarketing the Notes. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the Remarketing Date, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Notes (if any) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Notes, to the Remarketing Agent. Upon receipt of such notice from the Purchase Contract Agent and Custodial Agent and the Pledged Notes and Separate Notes (if any) from the Collateral Agent and Custodial Agent, the Remarketing Agent will, on the Remarketing Date, use its reasonable efforts to remarket (based on the Reset Rate) (the "Remarketing") such Pledged Notes and Separate Notes on such date at a price of approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Pledged Notes and Separate Notes at such price, at a price below 100.25% in the discretion of the Remarketing Agent, but in no event less than 100%, net of any Remarketing Fee and any other fees and commissions) of the aggregate principal amount of the Notes and Separate Notes being remarketed in such Remarketing. If the Remarketing Agent is able to remarket the Notes and Separate Notes at a price equal to or greater than 100% (net of the Remarketing Fee and any other fees and commissions) of the aggregate principal amount of the Notes and Separate Notes (if any) (a "Successful Remarketing"), the Remarketing Agent will remit the proceeds attributable to the Remarketing of the Pledged Notes from such Successful Remarketing to the Collateral Agent. The Remarketing Agent shall deduct as a remarketing fee (the "Remarketing Fee") an amount equal to the lesser of (i) 25 basis points (0.25%) of the aggregate principal amount of the Pledged Notes and Separate Notes remarketed and (ii) the amount of the proceeds of such Remarketing in excess of the aggregate principal amount of the Pledged Notes and Separate Notes remarketed. Upon receipt of the proceeds attributable to the Remarketing, the Collateral Agent shall cause the Securities Intermediary to transfer the Pledged Notes to the Purchase Contract Agent for disposition in accordance with instructions from the Remarketing Agent. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Notes whose Notes or Separate Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. With respect to Separate Notes, any proceeds of the Remarketing in excess of the Remarketing Fee attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the holders of Separate Notes. The proceeds from the Remarketing remitted to the Collateral Agent shall be invested by the Collateral Agent in Permitted Investments, in accordance with the Pledge Agreement, and then applied to satisfy in full the obligations of such Holders of Corporate Units to pay the Purchase Price for the shares of Common Stock under the related Purchase Contracts, less the amount of any Deferred Contract Adjustment Payments payable to such Holders, on the Purchase Contract Settlement Date. Any proceeds in excess of those required to pay the Purchase Price and the Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. With respect to Pledged Notes, any proceeds of the Remarketing in excess of the Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units.

Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Remarketing Period, the Company during the Period for Early Remarketing may, at its option, and in its sole discretion, select one or more Three-Day Remarketing Periods consisting of three successive Remarketing Dates on each of which it shall cause the Remarketing Agent to remarket, in whole (but not in part), (A) the Pledged Senior Notes of Corporate Units Holders included in the Corporate Units and (B) any Separate Senior Notes of holders who have elected to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, on the Business Day immediately preceding the first Remarketing Date of the applicable Three-Day Remarketing Period, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, if any, that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent will present for Remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notices from the Purchase Contract Agent and Custodial Agent, and the Separate Senior Notes for Remarketing from the Custodial Agent, the Remarketing Agent shall, during the Three-Day Remarketing Period, use its reasonable efforts to remarket (based on the Reset Rate) such Pledged Senior Notes and Separate Senior Notes at a price equal to the sum of (x) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) the Remarketing Fee. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “Successful Early Remarketing”), the Collateral Agent shall instruct the Securities Intermediary to: (A) Transfer the Pledged Senior Notes to the Remarketing Agent upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing attributable to such Pledged Senior Notes (after deducting any Remarketing Fee) in the Collateral Account; (B) apply an amount equal to the Remarketing Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Remarketing Treasury Portfolio; (C) credit the Applicable Ownership Interests (as specified in clause (i)(A) of the definition thereof) to the Collateral Account; and (D) promptly remit the remaining portion of such Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, in accordance with their respective interests. The Remarketing Agent may deduct the Remarketing Fee from any amount of Proceeds therefrom in excess of sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price. With respect to Pledged Senior Notes, any Proceeds of the Remarketing attributable to such Pledged Senior Notes in excess of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Remarketing Treasury Portfolio will be substituted for the Pledged Senior Notes and the appropriate Applicable Ownership Interests (as specified in clause (i)(A) of the definition thereof) in the Remarketing Treasury Portfolio will be held as Collateral to secure the Obligations of the Holders of Corporate Units. With respect to Separate Senior Notes upon a Successful Early Remarketing, any Proceeds of the Remarketing attributable to such Separate Senior Notes in excess of the Remarketing Fee with respect to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of such Separate Senior Notes. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Senior Notes whose Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Following the occurrence of a Successful Early Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such rights and obligations, and the Collateral Agent shall have such security interest, with respect to the Pledged Applicable Ownership Interests in the Remarketing Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Senior Notes, subject to the Pledge thereof, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests (as specified in clause (i)(A) of the definition thereof) in the Remarketing Treasury Portfolio and any reference herein or in the Certificates to interest in the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests (as specified in clause (i)(A) of the definition thereof) in the Remarketing Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests in the Treasury Portfolio for Senior Notes. If a Remarketing attempt on the first Remarketing Date during the applicable Three-Day Remarketing Period is not successful, the Remarketing Agent shall, in accordance with the Remarketing Agreement, remarket the Senior Notes on each of the next two succeeding Remarketing Dates during such Three-Day Remarketing Period until a Successful Remarketing occurs. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the Pledged Senior Notes and the Separate Senior Notes, if any, during such Three-Day Remarketing Period (other than to the Company) at a price not less than 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Note Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Remarketing will be deemed to have failed (a “Failed Early Remarketing”). Promptly following a Failed Early Remarketing, the Remarketing Agent shall return, no later than the Business Day immediately following the end of such Three-Day Remarketing Period, the Separate Senior Notes delivered for Remarketing to the Custodial Agent for delivery to the appropriate holders of the Separate Senior Notes.

Remarketing; Payment of Purchase Price. (i) Unless a Special Event Redemption has occurred prior to the Initial Remarketing Date, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement for Remarketing the Senior Notes. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the Initial Remarketing Date, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes (if any) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent, pursuant to the terms of the Pledge Agreement, will present for Remarketing the Pledged Senior Notes, and the Custodial Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notice from the Purchase Contract Agent and Custodial Agent, and the Pledged Senior Notes and Separate Senior Notes (if any) from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable efforts to remarket (based on the Reset Rate) (the "Initial Remarketing") such Pledged Senior Notes and Separate Senior Notes on such date at a price of approximately ______% of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than ______% of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a "Successful Initial Remarketing"), the Collateral Agent shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to transfer the Pledged Senior Notes upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account, and the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent may deduct as a remarketing fee (the "Remarketing Fee") an amount equal to ___ basis points (____%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price. With respect to Pledged Senior Notes, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Senior Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. With respect to Separate Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Senior Notes whose Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such

Remarketing; Payment of Purchase Price. (a) (i) The Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement for Remarketing the Senior Notes. Unless a Special Event Redemption has occurred prior to the Initial Remarketing Date, the Purchase Contract Agent or the Custodial Agent shall notify, by 11:00 a.m. (New York City time) on the Business Day immediately preceding the Initial Remarketing Date, the Remarketing Agent of the aggregate principal amount of Senior Notes that are part of Corporate Units, or aggregate principal amount of Separate Senior Notes that are to be remarketed pursuant to clause (ii) below, as the case may be, that are to be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for Remarketing such Senior Notes, or the Custodial Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Senior Notes, to the Remarketing Agent. Upon receipt of such notice from the Purchase Contract Agent or Collateral Agent and such Senior Notes from the Collateral Agent or Custodial Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable efforts to remarket (based on the Reset Rate) (the "INITIAL REMARKETING") such Senior Notes on such date at a price of approximately 100.50% (but not less than 100%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price. If the Remarketing Agent is able to remarket the Senior Notes at a price (net of fees and commissions) equal to or greater than 100% of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a "SUCCESSFUL INITIAL REMARKETING"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee (the "REMARKETING FEE") an amount equal to 25 basis points (0.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price from any amount of such proceeds in excess of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price. With respect to Separate Senior Notes, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. With respect to Senior Notes that are part of Corporate Units, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. Neither the Company, the Purchase Contract Agent, nor any Corporate Units Holders whose Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Treasury Portfolio will be substituted for the Senior Notes of Holders of Corporate Units and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the Corporate Units Holders' obligation to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests in the Treasury Portfolio for Senior Notes. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Senior Notes in the Initial Remarketing (other than to the Company) at a price (net of fees and commissions) not less than 100% of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a "FAILED INITIAL REMARKETING"). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the remarketed Senior Notes to the Collateral Agent or the Custodial Agent, as the case may be.

Remarketing; Payment of Purchase Price. (a) The Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement for Remarketing the Convertible Preferred Shares. Not later than 15 calendar days nor more than 30 calendar days prior to the Remarketing Date, the Company shall send a notice to the Holders setting forth the time table relating to the Remarketing and settlement of the Purchase Contracts (containing at a minimum the dates set forth in Exhibit G hereto) and request the Depositary or its nominee to notify the Beneficial Owners or Depositary Participants holding Units of the procedures to be followed in such Remarketing. The Company agrees to use commercially reasonable efforts to ensure that, if required by applicable law, a registration statement with regard to the full amount of the Convertible Preferred Shares to be remarketed in the Remarketing shall be effective with the Securities and Exchange Commission in a form that will enable the Remarketing Agent to rely on it in connection with such Remarketing. (b) Prior to 11:00 a.m. (New York City time) on the Trading Day immediately preceding the Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Convertible Preferred Shares may elect to have their Separate Convertible Preferred Shares remarketed under the Remarketing Agreement by delivering their Separate Convertible Preferred Shares, along with a notice of such election, substantially in the form of Exhibit D to the Pledge Agreement, to the Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Convertible Preferred Shares remarketed in such Remarketing. The Custodial Agent shall hold Separate Convertible Preferred Shares in an account separate from the Collateral Account in which the Pledged Convertible Preferred Shares (as defined in the Pledge Agreement) shall be held. Holders of Separate Convertible Preferred Shares electing to have their Separate Convertible Preferred Shares remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, substantially in the form of Exhibit G to the Pledge Agreement, on or prior to 11:00 a.m. (New York City time) on the Trading Day immediately preceding the Remarketing Date, upon which notice the Custodial Agent shall return such Separate Convertible Preferred Shares to such Holder. Promptly after 11:00 a.m. on the Trading Day immediately preceding the Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation preference of the Separate Convertible Preferred Shares to be included in the Remarketing and will deliver to the Remarketing Agent for remarketing all such Separate Convertible Preferred Shares delivered to the Custodial Agent pursuant to Section 5.07(c) of the Pledge Agreement and not validly withdrawn prior to such date. (i) Each Holder shall have the right to satisfy such Holder's obligations under the Purchase Contract on the Purchase Contract Settlement Date in cash by notifying the Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to pay in cash ("Cash Settlement") prior to 5:00 p.m. (New York City time) on the seventh Trading Day immediately preceding the Purchase Contract Settlement Date. Promptly following 5:00 p.m. (New York City time) on the fifth Trading Day immediately preceding the Purchase Contract Settlement Date, the Purchase Contract Agent shall notify the Collateral Agent of the receipt of such notices from Holders intending to make a Cash Settlement pursuant to this Section. (ii) A Holder of a Hybrid Capital Unit who has so notified the Purchase Contract Agent of its intention to effect a Cash Settlement shall pay the Purchase Price to the Collateral Agent for deposit in the Collateral Account prior to 11:00 a.m. (New York City time) on the fifth Trading Day immediately preceding the Purchase Contract Settlement Date, in lawful money of the United States by wire transfer in immediately available funds payable to or upon the order of the Collateral Agent. Any cash received by the Collateral Agent shall be invested promptly in Permitted Investments pursuant to written instructions received from the Company and an amount thereof equal to the Purchase Price shall be paid to the Company on the Purchase Contract Settlement Date in settlement of the Purchase Contracts in accordance with the terms of this Agreement and the Pledge Agreement. Any funds received by the Collateral Agent in respect of the investment earnings from such Permitted Investments in excess of the Purchase Price for the Ordinary Shares to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Company. Whenever in this Agreement reference is made to written instructions received from the Company in respect of investments to be made by the Purchase Contract Agent hereunder, the Purchase Contract Agent may conclusively presume that such instructions are authorized by the Company if they are signed by a person purporting to be an officer of the Company. (iii) If a Holder of a Hybrid Capital Unit does not notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with paragraph 5.02(c)(i) above, or does notify the Purchase Contract Agent in accordance with paragraph 5.02(c)(i) above but fails to make such payment as required by paragraph 5.02(c)(ii) above, such Holder shall be deemed to have consented to the disposition of the Pledged Convertible Preferred Shares pursuant to the Remarketing as described in paragraph 5.02(d) below. (iv) Promptly after 11:00 a.m. (New York City time) on the Trading Day immediately preceding the Remarketing Date, the Collateral Agent, based on cash payments received by the Collateral Agent pursuant to Section 5.02(c)(ii) hereof, shall promptly notify the Purchase Contract Agent and the Remarketing Agent of the aggregate liquidation preference of Convertible Preferred Shares that comprise part of Hybrid Capital Units that are to be included in the Remarketing in a notice pursuant to the terms of the Pledge Agreement and will deliver to the Remarketing Agent for Remarketing all such Convertible Preferred Shares pursuant to the Pledge Agreement. (d) In addition to the right to elect Cash Settlement provided for in Section 5.02(c) above, in the event of a Failed Remarketing each Holder of a Hybrid Capital Unit shall have the right to satisfy such Holder's obligations under the Purchase Contract on the Purchase Contract Settlement Date in cash by notifying the Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement prior to 5:00 p.m. (New York City time) on the second Trading Day immediately preceding the Purchase Contract Settlement Date.

Remarketing; Payment of Purchase Price. (a) Unless a Special Event Redemption has occurred prior to the Initial Remarketing Date, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement for Remarketing the Senior Notes. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the Initial Remarketing Date, the Collateral Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes (if any) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent will present for remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notice from the Collateral Agent and Custodial Agent, and the Separate Senior Notes for remarketing from the Custodial Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its commercially reasonable efforts to remarket (based on the Reset Rate) (the "Initial Remarketing") such Pledged Senior Notes and Separate Senior Notes on such date at a price of equal to approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Pledged Notes and Separate Senior Notes, at a rate below 100.25% but in no event less than 100%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price, as provided in the Remarketing Agreement. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a "Successful Initial Remarketing"), the Collateral Agent shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to transfer the Pledged Senior Notes upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account, and the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent will deduct as a remarketing fee an amount equal to the lesser of (x) 25 basis points (.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) any proceeds of such Successful Remarketing in excess of the Treasury Portfolio Price plus the Separate Senior Notes Purchase Price. To the extent that such amount is less than 25 basis points of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price, the Company shall pay an amount, as an additional remarketing fee, to the Remarketing Agent equal to such shortfall (such amount, together with the amount in the previous sentence, the "Remarketing Fee"). With respect to Pledged Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the portion of the Remarketing Fee attributable to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Senior Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. With respect to Separate Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the portion of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Senior Notes whose Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests (as specified in clause (i) of the definition of that term) in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests (as specified in clause (i) of the definition of that term) in the Treasury Portfolio for Senior Notes as Collateral. In the event of a Successful Remarketing, the Maturity Date may be extended to a date selected by the Company to a date that is two or three years from the date on which the Reset Rate is set. Such extended maturity date (the "Extended Maturity Date"), if any, will be specified in the remarketing announcement and will become effective on the date on which the Reset Rate is set. If, in spite of using its commercially reasonable efforts, the Remarketing Agent cannot remarket the Pledged Senior Notes and the Separate Senior Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100% of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a "Failed Initial Remarketing"). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Separate Senior Notes (if any) subject to such Remarketing to the Custodial Agent. (i) Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed under the Remarketing Agreement by delivering their Separate Senior Notes, along with a notice of such election, substantially in the form of Exhibit F to the Pledge Agreement, to the Custodial Agent. The Custodial Agent shall hold Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Senior Notes (as defined in the Pledge Agreement) shall be held. Holders of Separate Senior Notes electing to have their Separate Senior Notes remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, substantially in the form of Exhibit G to the Pledge Agreement, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. Promptly after 11:00 a.m. on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed. After such time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in such Remarketing. (ii) Not later than seven calendar days nor more than 15 calendar days prior to the applicable Remarketing Date, the Company shall notify Holders holding Units and Separate Senior Notes of the procedures to be followed in such Remarketing, including in the case of a Failed Final Remarketing the procedures to be followed to exercise Put Rights. (iii) The Company agrees to use its reasonable best efforts to ensure that, if required by applicable law, a registration statement with regard to the full amount of the Senior Notes to be remarketed in the Initial Remarketing or the Final Remarketing, as the case may be, shall be effective with the Securities and Exchange Commission in a form that will enable the Remarketing Agent to rely on it in connection with such Remarketing. (iv) The Company shall cause a notice of a Failed Remarketing to be published (with a copy of such notice to be provided to the Purchase Contract Agent) on the Business Day immediately following the applicable Remarketing Date, in a daily newspaper in the English language of general circulation in the City of New York, which is expected to be The Wall Street Journal. (b) (i) Unless a Special Event Redemption, an Early Settlement or a Cash Merger Early Settlement has occurred prior to the Final Remarketing Date, if no Successful Remarketing has occurred prior to the Final Remarketing Date, each Holder of Corporate Units shall have the right to satisfy such Holder's obligations under the Purchase Contract on the Purchase Contract Settlement Date in cash by notifying the Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to pay in cash ("Cash Settlement") on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date. Promptly following 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, the Purchase Contract Agent shall notify the Collateral Agent and the Indenture Trustee of the receipt of such notices from Holders intending to make a Cash Settlement.

Remarketing; Payment of Purchase Price. (a) (i) The Company shall conduct a Remarketing of the STACKS in accordance with Article X of the Trust Agreement and the Remarketing Agreement. (ii) With respect to any STACKS which constitute part of Normal Common SPACES which are subject to the Final Remarketing with respect to the August 15, 2008 Remarketing Settlement Date, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and Section 5.02(c) below, may, among other things, (A) retain such STACKS in full satisfaction of the Holders’ obligations under the Stock Purchase Contracts or (B) sell such STACKS in one or more public or private sales or otherwise. (iii) Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate STACKS may elect to have their Separate STACKS remarketed under the Remarketing Agreement by delivering their Separate STACKS, along with a notice of such election, substantially in the form of Exhibit F to the Pledge Agreement, to the Custodial Agent. The Custodial Agent shall hold Separate STACKS in an account separate from the Collateral Account in which the Pledged STACKS (as defined in the Pledge Agreement) shall be held. Holders of Separate STACKS electing to have their Separate STACKS remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, substantially in the form of Exhibit G to the Pledge Agreement, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date, upon which notice the Custodial Agent shall return such Separate STACKS to such Holder. Promptly after 11:00 a.m. on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate liquidation amount of the Separate STACKS to be remarketed. After such time, such election shall become an irrevocable election to have such Separate STACKS remarketed in such Remarketing. (iv) The Stock Purchase Contract Agent shall give Holders of Common SPACES, and the Company shall request that the Depositary or its nominee give Depositary Participants holding Common SPACES and Separate STACKS, notice of a Remarketing at least 21 Business Days prior to the related Remarketing Date. Such notice will set forth the information required to be set forth in the notice pursuant to Section 10.4(a) of the Trust Agreement. (i) Unless an Early Settlement or a Cash Merger Early Settlement has occurred prior to the Stock Purchase Date, each Holder of Normal Common SPACES shall have the right to satisfy such Holder’s obligations under the Stock Purchase Contract on the Stock Purchase Date in cash by notifying the Stock Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to pay in cash (“Cash Settlement”) on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Stock Purchase Date. Promptly following 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Stock Purchase Date, the Stock Purchase Contract Agent shall notify the Collateral Agent and the Trustee of the receipt of such notices from Holders intending to make a Cash Settlement. (ii) A Holder of a Normal Common SPACES who has so notified the Stock Purchase Contract Agent of its intention to effect a Cash Settlement shall pay the Purchase Price to the Collateral Agent for deposit in the Collateral Account on or prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Stock Purchase Date, in lawful money of the United States by certified or cashiers’ check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary. Any cash so received shall be paid to the Company on the Stock Purchase Date in settlement of the Stock Purchase Contracts in accordance with the terms of this Agreement and the Pledge Agreement. (iii) If a Holder of a Normal Common SPACES does not notify the Stock Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.02(b)(ii) above, or does notify the Stock Purchase Contract Agent in accordance with Section 5.02(b)(i) above but fails to make such payment as required by Section 5.02(b)(ii) above, such Holder shall be deemed to have consented to the disposition of the Pledged STACKS pursuant to the next applicable Remarketing. (iv) As soon as practicable after 5:00 p.m. (New York City time) on the fourth Business Day preceding the Stock Purchase Date, the Collateral Agent, based on cash payments received by the Collateral Agent pursuant to Section 5.02(b)(ii) hereof, shall promptly notify the Stock Purchase Contract Agent of the aggregate liquidation amount of STACKS to be tendered for purchase in the Remarketing in a notice pursuant to the terms of the Pledge Agreement. (v) In the event of a Failed Remarketing, (A) the Stock Purchase Date shall be deferred for a quarterly period (except in the case of a Failed Remarketing with respect to the August 15, 2008 Remarketing Settlement Date, in which case the Stock Purchase Date shall occur on August 15, 2008), and (B) if the Holders of Common SPACES have delivered cash in order to effect Cash Settlement in accordance with Section 5.02(b)(ii) above, the Collateral Agent will promptly return the cash that it has received with respect to the Cash Settlement to the Stock Purchase Contract Agent for distribution to the applicable Holders of Normal Common SPACES. (vi) In the event of a Successful Remarketing, if the Holders of Common SPACES have delivered cash in order to effect Cash Settlement, the Collateral Agent will cause the Securities Intermediary to effect the release of Pledged STACKS from the Pledge and the transfer of such STACKS to the Stock Purchase Contract Agent on behalf of the Holders free and clear of the Company’s security interest therein. Upon receipt of such STACKS, the Stock Purchase Contract Agent shall promptly transfer the STACKS to the Holders.

Remarketing; Payment of Purchase Price. (a) (i) Unless a Special Event Redemption has occurred prior to the Initial Remarketing Date, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement for Remarketing the Senior Notes. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the Initial Remarketing Date, the Collateral Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes (if any) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent will present for remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notice from the Collateral Agent and Custodial Agent, and the Separate Senior Notes for remarketing from the Custodial Agent, the Remarketing Agent will, on the Initial Remarketing Date, use commercially reasonable efforts to remarket (based on the Reset Rate) (the “Initial Remarketing”) such Pledged Senior Notes and Separate Senior Notes on such date at a price of equal to approximately [ ]% of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price, as provided in the Remarketing Agreement. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than [ ]% of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “Successful Initial Remarketing”), the Collateral Agent shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to transfer the Pledged Senior Notes upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account, and the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent may deduct as a remarketing fee an amount not exceeding [ ] basis points ([ ]%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price from any proceeds of the Successful Remarketing in excess of the Treasury Portfolio Price plus the Separate Senior Notes Purchase Price. To the extent that such excess proceeds are less than [ ] basis points of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price, the Company shall pay an amount, as an additional remarketing fee, to the Remarketing Agent equal to such shortfall (such amount, together with the amount in the previous sentence, the “Remarketing Fee”). With respect to Pledged Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the portion of Remarketing Fee attributable to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Senior Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. With respect to Separate Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the portion of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Senior Notes whose Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holders of Corporate Units and the Collateral Agent had in respect of the Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. If, in spite of using commercially reasonable efforts, the Remarketing Agent cannot remarket the Pledged Senior Notes and the Separate Senior Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than [ ]% of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a “Failed Initial Remarketing”). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Separate Senior Notes (if any) subject to such Remarketing to the Custodial Agent.

Remarketing; Payment of Purchase Price. (i) The Company shall conduct at least one (1), but no more than three (3), Remarketings for each series of Debt Securities in accordance with Article III of the supplemental indenture forming part of the relevant Debt Security Indenture and the Remarketing Agreement; provided, however, that, notwithstanding anything herein to the contrary, in no event shall the Company be obligated (but the Company may, in its sole discretion, nonetheless elect) to conduct a Remarketing at any time when none of the Outstanding Common Equity Units are Normal Common Equity Units. If, immediately after 5:00 p.m. (New York City time) on the tenth (10th) Business Day immediately preceding a scheduled Stock Purchase Date, none of the Outstanding Common Equity Units are Normal Common Equity Units, then such scheduled Stock Purchase Date shall not thereafter be deferred pursuant to Section 5.2(b)(vi) (it being understood that this sentence shall not affect any previous deferrals made to such Stock Purchase Date pursuant to Section 5.2(b)(vi)). (ii) If a Final Failed Remarketing for any series of the Debt Securities occurs, then (A) pursuant to the Pledge Agreement, the Collateral Agent, for the benefit of the Company, reserves all of its rights as a secured party with respect to all Debt Securities of such series which constitute part of any Normal Common Equity Unit; and (B) subject to applicable law and Section 5.2(c), the Collateral Agent may, among other things, (1) retain such Debt Securities in full satisfaction of the Holders’ obligations under the related Stock Purchase Contracts or (2) sell such Debt Securities in one or more public or private sales or otherwise. (iii) Prior to 5:00 p.m. (New York City time) on the twenty fifth (25th) Business Day immediately preceding the scheduled Stock Purchase Date relating to a Remarketing of a series of Debt Securities, Holders of Separate Debt Securities of such series may elect to have such Separate Debt Securities included in such Remarketing by delivering such Separate Debt Securities, along with a notice of such election, substantially in the form of Exhibit F to the Pledge Agreement, to the Custodial Agent; provided, however, that, notwithstanding anything herein to the contrary, no Holder of a Separate Debt Security may so elect to include such Separate Debt Security in a Remarketing, unless the principal amount of such Separate Debt Security (and, if such Separate Debt Security is a Unit Debt Security, the principal amount of each tranche of Component Debt Securities forming part of such Separate Debt Security) is an integral multiple of one thousand dollars ($1,000). At 5:00 p.m. (New York City time) on the twenty fifth (25th) Business Day immediately preceding the applicable scheduled Stock Purchase Date, such election shall become an irrevocable election to have such Separate Debt Securities remarketed in such Remarketing; provided, however, that a Holder of Separate Debt Securities electing to have its Separate Debt Securities included in such Remarketing will have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit G to the Pledge Agreement, prior to 5:00 p.m. (New York City time) on the twenty fifth (25th) Business Day immediately preceding the scheduled Stock Purchase Date relating to such Remarketing, upon which notice the Custodial Agent shall return such Separate Debt Securities to such Holder. The Custodial Agent shall hold all Separate Debt Securities to be included in a Remarketing in an account that is separate from the Collateral Accounts in which the Pledged Debt Securities shall be held. No later than 11:00 A.M. (New York City time) on the twenty fourth (24th) Business Day immediately preceding the scheduled Stock Purchase Date relating to each Remarketing, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Debt Securities of the relevant series to be remarketed. (iv) The Company shall give Holders of Common Equity Units (and, if the Common Equity Units are then evidenced by Global Certificates or if Separate Debt Securities are then held in global form, the Company shall request that the applicable depositary or its nominee give participants of such depositary holding Common Equity Units or Separate Debt Securities) notice of a Remarketing at least thirty (30) Business Days prior to the Stock Purchase Date relating to such Remarketing. Such notice will set forth the information required to be set forth in the notice pursuant to the relevant Debt Security Indenture. (i) Unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event has occurred prior to the applicable Stock Purchase Date, each Holder of a Normal Common Equity Unit shall have the right to satisfy such Holder’s obligations under the related Stock Purchase Contract on such Stock Purchase Date in cash by (A) providing the Stock Purchase Contract Agent, no later than 5:00 p.m. (New York City time) on the eleventh (11th) Business Day immediately preceding the related scheduled Stock Purchase Date, with a notice substantially the form of Exhibit E of its intention to pay in cash (“Cash Settlement”); and (B) paying, concurrently with providing such notice, the Purchase Price for such Stock Purchase Contract for deposit in the Collateral Account, in lawful money of the United States, by certified or cashiers’ check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary; provided, however, that Holders of Normal Common Equity Units may effect Cash Settlement pursuant to this Section 5.2(b) only in integral multiples of eighty (80) Normal Common Equity Units. Promptly following 5:00 p.m. (New York City time) on the eleventh (11th) Business Day immediately preceding each scheduled Stock Purchase Date, the Stock Purchase Contract Agent shall notify the Collateral Agent of the receipt of such notices from Holders intending to make a Cash Settlement. Notwithstanding anything herein to the contrary, in no event may a Holder elect a Cash Settlement from the time any Remarketing has priced to, and including, the Stock Purchase Date relating to such Remarketing. A Holder that has duly elected, in accordance with this Section 5.2(b)(i), Cash Settlement to apply to any Normal Common Equity Units shall, if the related Remarketing is a Final Failed Remarketing, be deemed to have elected not to exercise its Put Right with respect to the Debt Securities forming part of such Normal Common Equity Units. (ii) Except as provided in Section 5.6(b)(ii) of the Pledge Agreement, any cash received pursuant to Section 5.2(b)(i)(B) shall be paid to the Company on the applicable Stock Purchase Date in settlement of such Stock Purchase Contract in accordance with the terms of this Agreement and the Pledge Agreement. (iii) If a Holder of a Normal Common Equity Unit does not duly elect Cash Settlement in accordance with Section 5.2(b)(i) above, then such Holder shall be deemed to have consented to the disposition of its Pledged Debt Securities pursuant to the next applicable Remarketing. (iv) If Cash Settlement applies to any integral multiple of eighty (80) Normal Common Equity Units in respect of a Stock Purchase Date, then: (1) the Company shall have no obligation to include, in the Remarketing relating to such Stock Purchase Date, or to resell, pursuant to such Remarketing, the Pledged Debt Securities that form part of such Normal Common Equity Units and that are of the series to be remarketed in such Remarketing; (2) if such Remarketing is Successful or a Final Failed Remarketing, then the Company shall, as soon a reasonably practicable, but in no event later than the third (3rd) Business Day, after such Stock Purchase Date, cause such Pledged Debt Securities to be released from the Pledge by the Collateral Agent, free and clear of the Company’s security interest therein, and transferred to the Stock Purchase Contract Agent for delivery to the Holder of such Normal Common Equity Units, and, upon receipt of such Pledged Debt Securities, the Stock Purchase Contract Agent shall promptly transfer such Pledged Debt Securities to such Holder; and (3) if such Remarketing is not Successful and is not a Final Failed Remarketing, then such Cash Settlement election shall be deemed to be rescinded and the Collateral Agent shall make the deliveries set forth in Section 5.6(b)(ii) of the Pledge Agreement (it being understood that nothing in this Section 5.2(b)(iv)(3) shall prevent such Holder from thereafter electing Cash Settlement to apply, if otherwise permitted in accordance herewith). (v) No later than 11:00 a.m. (New York City time) on the tenth (10th) Business Day preceding the applicable scheduled Stock Purchase Date, the Collateral Agent, based on Cash Settlement notices received by the Collateral Agent from the Stock Purchase Contract Agent, based on the receipt from Holders of notices in the form contemplated in Exhibit E pursuant to Section 5.2(b)(i), shall notify the Stock Purchase Contract Agent of the aggregate principal amount of Pledged Debt Securities to be tendered for purchase in the related Remarketing. (vi) If there has occurred, with respect to a series of Debt Securities, a Failed Remarketing that is not a Final Failed Remarketing, then the applicable Stock Purchase Date relating to such series of Debt Securities shall be deferred to the date that is three (3) calendar months after the Stock Purchase Date prior to such deferral. (c) The obligations of the Holders to pay the Purchase Price are non-recourse obligations and, except to the extent satisfied by Early Settlement, Cash Merger Early Settlement or Cash Settlement, or by exercise of the Put Right, are payable solely out of the Proceeds of any Collateral pledged, under the Pledge Agreement, to secure the obligations of the Holders with respect to such Purchase Price, and in no event will Holders be liable for any deficiency between the Proceeds of the disposition of such Collateral and the Purchase Price. (d) The Company shall not be obligated to issue any shares of Common Stock in respect of a Stock Purchase Contract or deliver any certificates thereof to the Holder of the related Common Equity Units unless the Company shall have received payment for the Common Stock to be purchased thereunder in the manner set forth herein and in the Pledge Agreement. (e) Each Remarketing Agreement shall be in such form as is administratively acceptable to the Stock Purchase Contract Agent in its reasonable judgment.

Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Event Redemption has occurred, the Company shall engage J.P. Morgan Securities, Inc., as Remarketing Agent (the "Remarketixx Xxxxx") pursuant to the Remarketing Agreement (and subject to removal as provided in the Remarketing Agreement) to sell the Notes (the "Initial Remarketing") on the third Business Day immediately preceding the Initial Remarketing Date. In order to facilitate the Initial Remarketing, the Purchase Contract Agent or the Custodial Agent shall notify, by 11:00 a.m. (New York City time), on the Business Day immediately preceding the Initial Remarketing Date, the Remarketing Agent of the aggregate principal amount of Notes that are part of Corporate MEDS, or aggregate principal amount of Separate Notes that are to be remarketed pursuant to clause (ii) below, as the case may be, that are to be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, or the Custodial Agent, pursuant to clause (ii) below, will present for Remarketing such Notes to the Remarketing Agent. Upon receipt of such notice from the Purchase Contract Agent or Custodial Agent and such Notes from the Collateral Agent or Custodial Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its commercially reasonable best efforts to remarket (based on the Reset Rate) such Notes on such 39 date at a price of at least 100.25% of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. If the Remarketing Agent is able to remarket the Notes at a price equal to or greater than 100.25% of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee (the "Remarketing Fee") an amount equal to 25 basis points (0.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price from any amount of such proceeds in excess of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. With respect to Separate Notes, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the holders of Separate Notes. With respect to Notes that are part of Corporate MEDS, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate MEDS. Neither the Company, the Purchase Contract Agent, nor any Corporate MEDS Holders whose Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Treasury Portfolio will be substituted for the Notes of Holders of Corporate MEDS and the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) of the Treasury Portfolio will be pledged to the Collateral Agent to secure the Corporate MEDS Holders' obligation to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate MEDS and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate MEDS and the Collateral Agent had in respect of the Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate MEDS Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests in the Treasury Portfolio for Notes. If, in spite of using its commercially reasonable best efforts, the Remarketing Agent cannot remarket the related Notes in the Initial Remarketing (other than to the Company) at a price not less than 100.25% of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a "Failed Initial Remarketing"). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the remarketed Notes to the Collateral Agent or the Custodial Agent, as the case may be.

Remarketing; Payment of Purchase Price. (i) The Issuers shall engage the Remarketing Agent pursuant to the Remarketing Agreement for Remarketing the Notes. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the Remarketing Date, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Notes (if any) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Notes, to the Remarketing Agent. Upon receipt of such notice from the Purchase Contract Agent and Custodial Agent and the Pledged Notes and Separate Notes (if any) from the Collateral Agent and Custodial Agent, the Remarketing Agent will, on the Remarketing Date, use its reasonable efforts to remarket (based on the Reset Rate) (the Remarketing) such Pledged Notes and Separate Notes on such date at a price as designated in the applicable Issuer Order. If the Remarketing Agent is able to remarket the Notes and Separate Notes at a price equal to or greater than 100% (net of the Remarketing Fee and any other fees and commissions) of the aggregate principal amount of the Notes and Separate Notes (if any) (a Successful Remarketing), the Remarketing Agent will remit the proceeds attributable to the Remarketing of the Pledged Notes from such Successful Remarketing to the Collateral Agent. The Remarketing Agent shall deduct as a remarketing fee (the Remarketing Fee) an amount as designated in the applicable Issuer Order. Upon receipt of the proceeds attributable to the Remarketing, the Collateral Agent shall cause the Securities Intermediary to transfer the Pledged Notes to the Purchase Contract Agent for disposition in accordance with instructions from the Remarketing Agent. None of the Issuers, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Notes whose Notes or Separate Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. With respect to Separate Notes, any proceeds of the Remarketing in excess of the Remarketing Fee attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the holders of Separate Notes. The proceeds from the Remarketing remitted to the Collateral Agent shall be invested by the Collateral Agent in Permitted Investments, in accordance with the Pledge Agreement, and then applied to satisfy in full the obligations of such Holders of Corporate Units to pay the Purchase Price for the shares of Common Stock under the related Purchase Contracts, less the amount of any Deferred Contract Adjustment Payments payable to such Holders, on the Purchase Contract Settlement Date. Any proceeds in excess of those required to pay the Purchase Price and the Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. With respect to Pledged Notes, any proceeds of the Remarketing in excess of the Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. (ii) Prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Remarketing Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Notes may elect to have their Separate Notes remarketed under the Remarketing Agreement by delivering their Separate Notes, along with a notice of such election, substantially in the form of Exhibit 6 to the Pledge Agreement, to the Custodial Agent. After such time, such election shall become an irrevocable election to have such Separate Notes remarketed in such Remarketing. The Custodial Agent shall hold Separate Notes in an account separate from the Collateral Account in which the Pledged Notes (as defined in the Pledge Agreement) shall be held. Holders of Separate Notes electing to have their Separate Notes remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, in the form as provided in the Pledge Agreement, on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Remarketing Date, upon which notice the Custodial Agent shall return such Separate Notes to such Holder. Promptly after 11:00 a.m. on the Business Day immediately preceding the Remarketing Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all such Separate Notes delivered to the Custodial Agent pursuant to the Pledge Agreement and not validly withdrawn prior to such date. (iii) Not later than seven calendar days nor more than 15 calendar days prior to the Remarketing Date, the Issuers shall request the Depositary or its nominee to notify the Beneficial Owners or Depositary Participants holding Units of the procedures to be followed in such Remarketing, including, in the case of a Failed Remarketing, the procedures to be followed if a Holder wishes to exercise its Put Right. (iv) The Issuers agree to use their reasonable efforts to ensure that, if required by applicable law, a registration statement with regard to the full amount of the Notes to be remarketed in the Remarketing shall be effective with the Securities and Exchange Commission in a form that will enable the Remarketing Agent to rely on it in connection with such Remarketing. (i) Unless an Early Settlement or a Cash Merger Early Settlement has occurred, each Holder of Corporate Units shall have the right to satisfy such Holder’s obligations under the Purchase Contract on the Purchase Contract Settlement Date in cash by notifying the Purchase Contract Agent by use of a notice in substantially the form of Exhibit 5 hereto of its intention to pay in cash (Cash Settlement) prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date. Promptly following 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, the Purchase Contract Agent shall notify the Collateral Agent and the Indenture Trustee of the receipt of such notices from Holders intending to make a Cash Settlement. (ii) A Holder of a Corporate Unit who has so notified the Purchase Contract Agent of its intention to effect a Cash Settlement shall pay the Purchase Price to the Collateral Agent for deposit in the Collateral Account prior to 5:00 p.m. (New York City time) on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, in lawful money of the United States by certified or cashiers’ check or wire transfer, in each case in immediately available funds payable to or upon the order of the Securities Intermediary. Any cash received by the Collateral Agent shall be invested promptly by the Securities Intermediary in Permitted Investments pursuant to written instructions received from the Issuers and paid to the Issuers on the Purchase Contract Settlement Date in settlement of the Purchase Contracts in accordance with the terms of this Agreement and the Pledge Agreement. Any funds received by the Securities Intermediary in respect of the investment earnings from such Permitted Investments in excess of the Purchase Price for the shares of Common Stock to be purchased by such Holder shall be distributed to the Purchase Contract Agent when received for payment to the Holder. (iii) If a Holder of a Corporate Unit does not notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with paragraph 5.02(b)(i) above, or does notify the Purchase Contract Agent in accordance with paragraph 5.02(b)(i) above but fails to make such payment as required by paragraph 5.02(b)(ii) above, such Holder shall be deemed to have consented to the disposition of the Pledged Notes pursuant to the Remarketing as described in paragraph 5.02(a) above. (iv) Promptly after 5:00 p.m. (New York City time) on the fourth Business Day preceding the Purchase Contract Settlement Date, the Collateral Agent, based on cash payments received by the Collateral Agent pursuant to Section 5.2(b)(ii) hereof, shall promptly notify the Purchase Contract Agent and the Indenture Trustee of the aggregate principal amount of Notes to be tendered for purchase in the Remarketing in a notice pursuant to the terms of the Pledge Agreement. (c) If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket all of the Pledged Notes and Separate Notes (if any) at a price not less than 100% (net of the Remarketing Fee and any other fees and commissions) of the aggregate principal amount of the Pledged Notes and Separate Notes to be remarketed in the Remarketing or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the remarketing will be deemed to have failed (a Failed Remarketing). In the event of a Failed Remarketing, the Remarketing Agent shall use its reasonable efforts to remarket the Pledged Notes and Separate Notes (if any) such number of subsequent times as shall be designated in the applicable Issuer Order. If a Failed Remarketing shall have occurred for each required remarketing, the Issuers shall cause a notice of a Failed Remarketing to be published (with a copy of such notice to be provided to the Purchase Contract Agent) on the Business Day immediately following the Remarketing Date, in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal and on Bloomberg News. Following a Failed Remarketing, as of the Purchase Contract Settlement Date, each Holder of any Pledged Notes that are subject to a Failed Remarketing, and any Notes that are a component of a Corporate Unit with respect to which the Holder has notified the Purchase Contract Agent of an intent to effect Cash Settlement pursuant to Section 5.2(b)(i) or Section 5.2(d)(i) and failed to deliver the Purchase Price pursuant to Section 5.2(b)(ii) or Section 5.2(d)(ii), shall be deemed to have exercised such Holder’s Put Right with respect to such Notes and to have authorized the Collateral Agent to pay, in the manner provided for in the Pledge Agreement, the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right in full satisfaction of such Holder’s obligations under the related Purchase Contracts, provided that if the Issuers shall fail to pay the Put Price when due, the Issuers shall be deemed to have netted such Holder’s obligation to pay the Issuers the Purchase Price under the Purchase Contracts against the Issuers’s obligation to pay the Put Price, in full satisfaction of such Holder’s obligation under the Purchase Contracts. (i) Each Holder of a Corporate Unit who intends to effect a Cash Settlement of the underlying Purchase Contract following a Failed Remarketing shall so notify the Purchase Contract Agent by use of a notice in substantially the form of Exhibit 5 hereto prior to 11:00 a.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date. Promptly following 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date, the Purchase Contract Agent shall notify the Collateral Agent and the Indenture Trustee of the receipt of such notices from Holders intending to make a Cash Settlement. (ii) A Holder of a Corporate Unit who has so notified the Purchase Contract Agent of its intention to effect a Cash Settlement shall pay the Purchase Price to the Collateral Agent for deposit in the Collateral Account prior to 11:00 a.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, in lawful money of the United States by certified or cashiers’ check or wire transfer, in each case in immediately available funds payable to or upon the order of the Collateral Agent. (iii) If a Holder of a Corporate Unit does not notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.2(d)(i) above, or does notify the Purchase Contract Agent in accordance with Section 5.2(d)(i) above but fails to make such payment as required by Section 5.2(d)(ii) above, such Holder shall be deemed to have automatically exercised such Holder’s Put Right following a Failed Remarketing as described in paragraph Section 5.2(c) above. (e) Any distribution to Holders of any payments described above shall be payable at the office of the Purchase Contract Agent in New York City maintained for that purpose or, at the option of the Holder, by check mailed to the address of the Person entitled thereto at such address as it appears on the Security Register or by wire transfer to an account specified by the Holder. (f) Upon Cash Settlement of any Purchase Contract: (i) the Collateral Agent will in accordance with the terms of the Pledge Agreement cause the Pledged Notes underlying the relevant Corporate Units to be released from the Pledge, free and clear of any security interest of the Issuers, and transferred to the Purchase Contract Agent for delivery to the Holder thereof or its designee as soon as practicable; and (ii) subject to the receipt thereof, the Purchase Contract Agent shall, by book-entry transfer or other appropriate procedures, in accordance with written instructions provided by the Holder thereof, transfer such Notes or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the abandoned property laws of the relevant state where such property is held). (g) The obligations of the Holders to pay the Purchase Price are non-recourse obligations and, except to the extent satisfied by Early Settlement, Cash Merger Early Settlement or Cash Settlement, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event will Holders be liable for any deficiency between the proceeds of the disposition of Collateral and the Purchase Price. (h) The Issuers shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates thereof to the Holder of the related Units unless the Issuers shall have received payment for the Common Stock to be purchased thereunder in the manner herein set forth.

Remarketing; Payment of Purchase Price. (a) The Corporation will notify, not later than seven nor more than 15 calendar days prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, Holders of Notes of the remarketing to take place on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, and, if necessary, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date and, if necessary, on the third Business Day immediately preceding the Purchase Contract Settlement Date (and, if such Notes are held in global form by DTC, the Corporation will cause DTC to notify its participants). (b) The Notes of holders of New PEPS Unit who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement or have failed to pay the Purchase Price to the Securities Intermediary will be sold by the Remarketing Agent (the "REMARKETING") on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, and, if necessary, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date and, if necessary, on the third Business Day immediately preceding the Purchase Contract Settlement Date. The Purchase Contract Agent shall notify, by noon, New York City time, on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, the Remarketing Agent, the Collateral Agent, the Trustee and the Guarantor of the aggregate principal amount of Notes that are part of New PEPS Units to be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for remarketing such Notes to the Remarketing Agent. Upon receipt of such notice from the Purchase Contract Agent and such Notes from the Collateral Agent, the Remarketing Agent will use its reasonable efforts to remarket the Remarketed Notes, at a price of approximately 100.5% (but not less than 100%) of the aggregate principal amount of such Remarketed Notes, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date and, if the remarketing on such date fails, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date and, if the remarketing on such date fails, on the third Business Day immediately preceding the Purchase Contract Settlement Date. If the Remarketing Agent is able to remarket the Remarketed Notes at a price equal to or greater than 100% of the aggregate principal amount of the Remarketed Notes (a "SUCCESSFUL REMARKETING"), the Remarketing Agent will remit the entire amount of the proceeds derived from the Successful Remarketing of the Notes that were components of New PEPS Units to the Collateral Agent; provided, however, that the Remarketing Agent may deduct as the remarketing fee ("REMARKETING FEE"), an amount not exceeding 25 basis points (0.25%) of the aggregate principal amount of the Remarketed Notes from any amount of the proceeds of a Successful Remarketing in excess of the aggregate principal amount of the Remarketed Notes. The portion of the proceeds equal to the aggregate principal amount of the Remarketed Notes that were components of New PEPS Units will automatically be applied by the Collateral Agent, in accordance with the Pledge Agreement, to satisfy in full such New PEPS Units Holders' obligations to pay the Purchase Price for the common stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Any proceeds in excess of those required to pay the Purchase Price and the Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the holders of the related New PEPS Units. Holders of the New PEPS Units whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Immediately following a Successful Remarketing, the Remarketing Agent shall notify the Corporation, the Guarantor, the Calculation Agent and the Trustee of the initial Reset Rate and the Spread. If, (i) in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the Remarketed Notes (other than to the Guarantor), of such holders of New PEPS Units at a price not less than 100% of the aggregate principal amount of the Remarketed Notes on or before the third Business Day immediately preceding the Purchase Contract Settlement Date or (ii) the remarketing has not occurred because a condition precedent to the remarketing has not been fulfilled, the remarketing will be deemed to have failed (a "FAILED FINAL REMARKETING") and in accordance with the terms of the Pledge Agreement the Collateral Agent for the benefit of the Guarantor will exercise its rights as a secured party with respect to such Notes that are components of New PEPS Units including those actions specified in paragraph (d) below. (c) Pursuant to the Remarketing Agreement and subject to the terms of the Supplemental Remarketing Agreement, on or prior to the ninth Business Day immediately preceding the Purchase Contract Settlement Date, Holders of Notes that are not pledged pursuant to the Pledge Agreement ("SEPARATE NOTES") may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit F to the Pledge Agreement, to the Custodial Agent. The Custodial Agent shall hold such Separate Notes in an account separate from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit G to the Pledge Agreement, on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, upon receipt of which notice the Custodial Agent shall return such Separate Notes to such Holder. On the sixth Business Day immediately preceding the Purchase Contract Settlement Date, the Custodial Agent shall notify the Remarketing Agent and the Corporation of the aggregate principal amount of the Separate Notes to be remarketed and will deliver to the Remarketing Agent for remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 5.7(c) of the Pledge Agreement and not withdrawn pursuant to the terms in Section 5.7(c) of the Pledge Agreement prior to such date. After deducting the Remarketing Fee to the extent permitted under the terms of the Remarketing Agreement, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the proceeds derived from a Successful Remarketing of the Separate Notes for the benefit of such Holders. In the event of a Failed Final Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders. (d) With respect to Notes that are components of New PEPS Units and which are subject to a Failed Final Remarketing, the Collateral Agent for the benefit of the Corporation reserves all of its rights as a secured party with respect thereto and, subject to applicable law, may, among other things, (i) retain the Notes or (ii) sell the Notes in one or more public or private sales, each in full satisfaction of the holders of New PEPS Units obligation's under the Purchase Contracts. (e) If in connection with the Remarketing, it shall not be advisable, in the view of counsel (which need not be an opinion) for each of the Remarketing Agent and the Guarantor, under applicable law, regulations or interpretations in effect as of the fifth, the fourth or the third Business Day immediately preceding the Purchase Contract Settlement Date, as the case may be, to register the offer and sale by the Remarketing Agent of the Notes under the Securities Act of 1933 as otherwise contemplated by Section 5 of the Remarketing Agreement or to deliver a Prospectus in connection with the Remarketing, the Guarantor will: (i) use its reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper and advisable to permit and effectuate the offer and sale of the Notes in connection with the Remarketing hereunder without registration under the Securities Act of 1933 pursuant to an exemption therefrom, if available, including the exemption afforded by Rule 144A promulgated under the Securities Act of 1933 by the Securities and Exchange Commission, and (ii) if requested by the Remarketing Agent, furnish a current preliminary remarketing memorandum and a current final remarketing memorandum (in such quantities as the Remarketing Agent may reasonably request) to be used by the Remarketing Agent in the Remarketing hereunder by a date that is not later than fifteen Business Days prior to the Purchase Contract Settlement Date (or such earlier date as the Remarketing Agent may reasonably request). The Guarantor shall pay all expenses relating thereto.

Remarketing; Payment of Purchase Price. (a) (i) Unless a Special Event Redemption has occurred prior to the Initial Remarketing Date, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement for Remarketing the Senior Notes. By 11:00 a.m. (New York City time) on the Business Day immediately preceding the Initial Remarketing Date, the Collateral Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes (if any) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent will present for remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notice from the Collateral Agent and Custodial Agent, and the Separate Senior Notes for remarketing from the Custodial Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its commercially reasonable efforts to remarket (based on the Reset Rate) (the “Initial Remarketing”) such Pledged Senior Notes and Separate Senior Notes on such date at a price of equal to approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Pledged Notes and Separate Senior Notes, at a rate below 100.25% but in no event less than 100%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price, as provided in the Remarketing Agreement. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “Successful Initial Remarketiag”), the Collateral Agent shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to transfer the Pledged Senior Notes upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account, and the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent will deduct as a remarketing fee an amount equal to the lesser of (x) 25 basis points (.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) any proceeds of such Successful Remarketing in excess of the Treasury Portfolio Price plus the Separate Senior Notes Purchase Price. To the extent that such amount is less than 25 basis points of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price, the Company shall pay an amount, as an additional remarketing fee, to the Remarketing Agent equal to such shortfall (such amount, together with the amount in the previous sentence, the “Remarketing Fee”). With respect to Pledged Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the portion of the Remarketing Fee attributable to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Senior Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. With respect to Separate Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the portion of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Senior Notes whose Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests (as specified in clause (i) of the definition of that term) in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests (as specified in clause (i) of the definition of that term) in the Treasury Portfolio for Senior Notes as Collateral. In the event of a Successful Remarketing, the Maturity Date may be extended to a date selected by the Company to a date that is two or three years from the date on which the Reset Rate is set. Such extended maturity date (the “Extended Maturity Date”), if any, will be specified in the remarketing announcement and will become effective on the date on which the Reset Rate is set. If, in spite of using its commercially reasonable efforts, the Remarketing Agent cannot remarket the Pledged Senior Notes and the Separate Senior Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100% of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a “Failed Initial Remarketing”). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Separate Senior Notes (if any) subject to such Remarketing to the Custodial Agent.

Remarketing; Payment of Purchase Price. (a) Unless a Special Event Redemption, an Early Settlement or a Cash Merger Early Settlement has occurred prior to the Initial Remarketing Date, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement for Remarketing the Senior Notes. By 12:00 noon (New York City time) on the Business Day immediately preceding the Initial Remarketing Date, the Collateral Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes (if any) that are to be remarketed pursuant to clause (i) below. Upon receipt of such notice from the Collateral Agent and Custodial Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its commercially reasonable efforts to remarket (based on the Reset Rate) such Pledged Senior Notes and Separate Senior Notes on such date at a price (the “Remarketing Price”) equal to 100% of the aggregate principal amount of such Pledged Senior Notes and Separate Senior Notes being remarketed, as provided in the Remarketing Agreement, for settlement on the Purchase Contract Settlement Date. (i) Prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, but no earlier than the Payment Date immediately preceding such date, Holders of Separate Senior Notes may elect to have their Separate Senior Notes remarketed in all Remarketings under the Remarketing Agreement by delivering their Separate Senior Notes, along with a notice of such election, substantially in the form of Exhibit F to the Pledge Agreement, to the Custodial Agent. The Custodial Agent shall hold the Separate Senior Notes in an account separate from the Collateral Account in which the Pledged Senior Notes (as defined in the Pledge Agreement) shall be held. Holders of Separate Senior Notes electing to have their Separate Senior Notes remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, substantially in the form of Exhibit G to the Pledge Agreement, on or prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date (after which time, such election shall become an irrevocable election to have such Separate Senior Notes remarketed in all Remarketings), upon which notice the Custodial Agent shall return such Separate Senior Notes to such Holder. By 12:00 noon (New York City time) on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Senior Notes to be remarketed. (ii) Not later than seven calendar days nor more than 15 calendar days prior to the Initial Remarketing Date, the Company shall notify Holders holding Units and Separate Senior Notes of the procedures to be followed in the Remarketings, including in the case of a Failed Final Remarketing the procedures to be followed to exercise Put Rights. (iii) The Company agrees to use its reasonable best efforts to ensure that, if required by applicable law, a registration statement with regard to the full amount of the Senior Notes to be remarketed in each Remarketing shall be effective with the Securities and Exchange Commission in a form that will enable the Remarketing Agent to rely on it in connection with each such Remarketing. (iv) The Company shall cause a notice of a Failed Final Remarketing to be posted (with a copy of such notice to be provided to the Purchase Contract Agent) on the Business Day immediately following such Failed Final Remarketing on the Company’s website. If, in spite of using its commercially reasonable efforts, the Remarketing Agent cannot remarket such Pledged Senior Notes and such Separate Senior Notes at the Remarketing Price (other than to the Company) for any reason, or the Remarketing has not occurred because a condition precedent to the Remarketing has not been fulfilled (in each case, a “Failed Remarketing”) on the Initial Remarketing Date, the Remarketing Agent shall, on the Second Remarketing Date, use its commercially reasonable efforts to remarket such Pledged Senior Notes and such Separate Senior Notes at the Remarketing Price for settlement on the Purchase Contract Settlement Date. If, in spite of the Remarketing Agent’s commercially reasonable efforts, a Failed Remarketing shall have occurred on the Second Remarketing Date, the Remarketing Agent shall, on the Final Remarketing Date, use its commercially reasonable efforts to remarket such Pledged Senior Notes and such Separate Senior Notes at the Remarketing Price for settlement on the Purchase Contract Settlement Date. If the Remarketing Agent is able to remarket such Pledged Senior Notes and such Separate Senior Notes (if any) at the Remarketing Price in any Remarketing (to parties other than the Company) in accordance with the Remarketing Agreement (a “Successful Remarketing”), the Collateral Agent shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to transfer the Pledged Senior Notes upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account. The proceeds from the Remarketing remitted to the Collateral Agent shall be applied to satisfy in full the obligations of such Holders of Corporate Units to pay the Purchase Price for the shares of Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Any proceeds in excess of those required to pay the Purchase Price will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. With respect to Separate Senior Notes, upon a Successful Remarketing, any proceeds of the Remarketing attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes and the Custodial Agent will cause the separate Senior Notes to be transferred to the Remarketing Agent. On the Purchase Contract Settlement Date, the Company shall pay the Remarketing Fee to the Remarketing Agent in accordance with the Remarketing Agreement. In the event of a Successful Remarketing, the Maturity Date may be extended to a date selected by the Company to a date that is two or three years from the date on which the Reset Rate is set. Such extended maturity date (the “Extended Maturity Date”), if any, will be specified in the remarketing announcement and will become effective on the date on which the Reset Rate is set. If, in spite of the Remarketing Agent using its commercially reasonable efforts, the Remarketing on the Final Remarketing Date is a Failed Remarketing (a “Failed Final Remarketing”), as of the Purchase Contract Settlement Date, each Holder of any Pledged Senior Notes, unless such Holder has elected Cash Settlement and delivered cash in accordance with Section 5.02(c), shall be deemed to have exercised such Holder’s Put Right with respect to such Senior Notes and to have elected to have a portion of the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the related Purchase Contracts in full satisfaction of such Holders’ obligations under such Purchase Contracts. Following such set-off, each such Holder’s obligations to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, will be deemed to be satisfied in full, and the Collateral Agent shall cause the Securities Intermediary to release the Pledged Senior Notes from the Collateral Account and shall promptly transfer the Pledged Senior Notes to the Company. Thereafter, the Collateral Agent shall promptly remit the remaining portion of the Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Senior Notes relate. As soon as practicable after 5:00 p.m. (New York city time) on the Business Day preceding the Purchase Contract Settlement Date, the Collateral Agent, based on cash payment received by the Collateral Agent pursuant to Section 5.02(c)(ii) hereof, shall promptly notify the Purchase Contract Agent and the Indenture Trustee of the aggregate principal amount of Senior Notes pursuant to which a Put Right has been automatically exercised pursuant to this Section 5.02(a). (b) (i) Unless a Special Event Redemption, an Early Settlement or a Cash Merger Early Settlement has occurred prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, each Holder of Corporate Units shall have the right to satisfy such Holder’s obligations under the Purchase Contract on the Purchase Contract Settlement Date in cash by notifying the Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to pay in cash (“Cash Settlement”) on or prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date. Promptly following 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, the Purchase Contract Agent shall notify the Collateral Agent and the Indenture Trustee by written notice substantially in the form of Exhibit F to this Agreement of the receipt of such notices from Holders intending to make a Cash Settlement.