Common use of Special Event Redemption Clause in Contracts

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. On the Special Event Redemption Date, the Collateral Agent shall surrender the Pledged Senior Notes to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Unit to purchase Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such 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, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, (iv) 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 (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. On the Special Event Redemption Date, the Collateral Agent shall surrender the Pledged Senior Notes to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Unit to purchase Common Stock or Preferred Stock, as applicable, of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such 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, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, (iv) 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 (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If a Special Event shall occur and be continuing, prior to the earlier of the date of a Successful Remarketing or the Purchase Contract Settlement Date, the Company elects to may, at its option, redeem the Senior Notes on any Interest Payment Date following in whole, but not in part, at a price per Note payable in cash equal to the occurrence of a Special Event as permitted by the IndentureRedemption Price, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes payable on the date of redemption (the “Special Event Redemption Date”), in accordance with the redemption procedures set forth in Section 3.05 below. On The Redemption Price payable in respect of all Notes included in Corporate Units will be distributed to the Collateral Agent, which in turn will apply such Redemption Price to purchase the Special Event Redemption Date, the Collateral Agent shall surrender the Pledged Senior Notes to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase Treasury Portfolio on behalf of the Holders of the Corporate Units the Treasury Portfolio and promptly remit the remaining portion (net of fees and expenses, if any), if any, of such funds Redemption Price to the Purchase Contract Agent for payment to the Holders of such the Corporate Units. (b) Upon the occurrence of a Special Event Redemption. Thereafter, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Special Event Treasury Portfolio will be substituted as Collateral for the Pledged Senior Applicable Ownership Interests in Notes and will be held by pledged to the Company through the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Unit Holders’ obligations to purchase Common Stock under the related Purchase Contract. Any then-outstanding accrued and unpaid Deferred Interest (including compounded interest thereon) on the Notes will not be included in such Redemption Price and will be paid to the Holders of the Company under Corporate Units or Separate Notes, as applicable, on the Purchase Contract constituting a part of such Corporate UnitSpecial Event Redemption Date, (ii) at the Applicable Ownership Interests Company’s election (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred evidenced to the Purchase Contract Agent for Trustee by an Officers’ Certificate delivered to the benefit of Trustee promptly after such determination), in cash or by issuing Additional Notes to the Holders of such Corporate Units, (iii) Units or Separate Notes in principal amount and denominations equal to the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such Applicable Ownership Interests (as specified in clause (i) of the definition amount of such term) in the Treasury Portfolio as the Holders of Corporate Units and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, Deferred Interest (iv) 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 (v) any reference herein or in the Certificates to including compounded interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfoliothereon). 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall will directly receive the Redemption Price for with respect to their Separate Note and any cash or Additional Notes that may be issued in payment of any outstanding Deferred Interest. Following the Separate Senior Notes notice of a Special Event Redemption in accordance with the terms Section 3.02(b) of the Base Indenture, neither the Company nor the Trustee shall be required to register the transfer of or exchange the Notes to be redeemed.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. On the Special Event Redemption Date, the Collateral Agent shall surrender the Pledged Senior Notes to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Unit to purchase Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such 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, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, (iv) 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 (v) 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 (as specified in clause (iii) of the definition of such term) 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. On the Special Event Redemption Date, the Collateral Agent shall surrender the Pledged Senior Notes to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such 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, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, and (iv) 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 (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the IndentureNotes.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on and the Special Event Redemption Date. On the Special Event Redemption Date, the Collateral Agent shall surrender the Pledged Senior Notes to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes and will be held by the Collateral Agent Securities Intermediary in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Unit to pay the Stated Amount of the related Purchase Contract and thereby purchase Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unitthereunder, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such 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, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, and (iviii) 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 (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price redemption price for the Separate Senior Notes in accordance with the terms of the IndentureNotes.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following Upon the occurrence of a Special Event as permitted by Redemption prior to the Indenturesuccessful remarketing of the Notes pursuant to the provisions of Section 5.04, it the Company shall notify instruct in writing the Collateral Agent in writing that a Special Event has occurred to apply, and that it intends to redeem the Senior Notes on the Special Event Redemption Date. On the Special Event Redemption Dateupon such written instruction, the Collateral Agent shall surrender apply, out of the Pledged Senior aggregate Redemption Price for the Notes to the Indenture Trustee against delivery that are components of Normal Units, an amount equal to the aggregate Special Event Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Principal Amount of such funds to purchase on behalf of the Holders of Corporate Normal Units the Treasury Portfolio and promptly remit the remaining portion of such funds Redemption Price to the Purchase Contract Agent for payment to the Holders of such Corporate Normal Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the . The Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes and will be held by pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Normal Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Normal Unit, (ii) . Following the Applicable Ownership Interests (as specified in clause (ii) occurrence of a Special Event Redemption prior to a successful remarketing of the definition of such term) in the Treasury Portfolio will be transferred Notes pursuant to the Purchase Contract Agent for the benefit provisions of Section 5.04, the Holders of such Corporate Units, (iii) the Holders of Corporate Normal Units and the Collateral Agent shall have such security interest interests, rights and obligations with respect to such Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holders Holder of Corporate Normal Units and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, (iv) and any reference herein or in the Certificates to the Senior Notes Note 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 (v) 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 (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateralcollateral. (cb) The Holders Upon the occurrence of Separate Senior a Special Event Redemption after the successful remarketing of the Notes shall directly receive or after the Stock Purchase Date, the Redemption Price for will be payable in cash to the Separate Senior Notes in accordance with the terms holders of the IndentureNotes.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date Debentures following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes Debentures on the Special Event Redemption Date. On Upon the occurrence of such Special Event Redemption while Debentures are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Debentures underlying Pledged Applicable Ownership Interests in Debentures for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 12:30 p.m., New York City time, on such Special Event Redemption Date, by wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Agent Account, the Debentures underlying Pledged Applicable Ownership Interests in Debentures shall surrender be released from the Pledged Senior Notes Collateral Account and promptly transferred to the Indenture Trustee against delivery Company. Upon the crediting of an amount equal such funds to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge AgreementCollateral Account, the Collateral Agent Agent, at the written direction of the Company, shall cause instruct the Securities Intermediary to (i) apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units, in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes Applicable Ownership Interests in Debentures and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Corporate Unit to purchase Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iiiii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (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, as the case may bePledged Applicable Ownership Interests in Debentures, subject to the Pledge thereof as provided in the Pledge Agreementthereof, and (iviii) any reference herein or in the Certificates this Agreement to the Senior Notes Applicable Ownership Interests in Debentures shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) in the Treasury Portfolio and (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) for Applicable Ownership Interests in the Treasury Portfolio for Senior Notes Debentures as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Supplemental Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. On Upon the occurrence of such Special Event Redemption while Senior Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 12:30 p.m., New York City time, on such Special Event Redemption Date, by federal funds check or wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Agent shall surrender Account, the Pledged Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes shall be released from the Collateral Account and promptly transferred to the Indenture Trustee against delivery Company. Upon the crediting of an amount equal such funds to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge AgreementCollateral Account, the Collateral Agent Agent, at the written direction of the Company, shall cause instruct the Securities Intermediary to (i) apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units. (b) , Pro Rata in accordance with their respective interests. Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Applicable Ownership Interests in Senior Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Corporate Unit to purchase Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iiiii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (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 Pledged Applicable Ownership Interests in Senior Notes, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreementthereof, and (iviii) any reference herein or in the Certificates this Agreement to the Applicable Ownership Interests in Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) in the Treasury Portfolio and (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) for Applicable Ownership Interests in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following Upon the occurrence of a Special Event as permitted by Company Event, the Indenture, it ------------------------ Company shall notify have the Collateral Agent in writing that a Special Event has occurred and that it intends right to redeem the Senior Notes Debentures, in whole or in part, for cash, at the Redemption Price, plus Additional Interest, if any, and upon the occurrence of a Trust Event or a Partnership Event, if the Company cannot obtain a No Recognition Opinion with regard to certain matters, the Company may redeem the Debentures, in whole or in part, for cash, at the Redemption Price, plus Additional Interest, if any, in each case subject only to the obligation of the Company, on or before _____________, 199_, to pursue any reasonable ministerial action in lieu of redemption, that would eliminate the adverse effect of the Special Event Redemption DateEvent. On The Company may not redeem any outstanding Debentures unless all accrued or deferred but unpaid interest has been paid on all Debentures to be redeemed for all quarterly interest payment periods terminating on or before the Special Event Redemption Datedate of redemption. The Indenture permits, with certain exceptions as therein provided, the Collateral Agent shall surrender amendment thereof and the Pledged Senior Notes to modification of the rights and obligations of the Company and the rights of the Holders of the Debentures under the Indenture at any time by the Company and the Trustee against delivery of an amount equal to with the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms consent of the Pledge AgreementHolders of at least 66 2/3% in aggregate principal amount of the Debentures outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Debentures at the time Outstanding, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount or voting at a meeting of such funds to purchase Holders, on behalf of the Holders of Corporate Units all the Treasury Portfolio Debentures, to waive compliance by the Company with certain provisions of the Indenture and promptly remit certain past defaults under the remaining portion Indenture and their consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such funds consent or waiver is made upon this Debenture. No reference herein to the Purchase Contract Agent for payment to the Holders Indenture and no provision of such Corporate Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests (as specified in clause (i) this Debenture or of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure Indenture shall alter or impair the obligation of each Holder the Company, which is absolute and unconditional, to pay the principal of a Corporate Unit and interest on this Debenture at the time, place and rate, and in the coin or currency, herein prescribed, or to purchase exchange this Debenture for Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred Series A or other securities or property for which Debentures are from time to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such 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, as the case may be, subject to the Pledge thereof time convertible as provided in the Pledge AgreementIndenture. In the event of the merger or consolidation of the obligor on the Debentures into, (iv) any reference herein or of the transfer of its assets substantially as an entirety to, a successor corporation, such successor corporation shall assume payment of the Debentures and performance of every covenant of the Indenture on the part of the predecessor corporation to be performed, and shall be substituted for the predecessor corporation under the Indenture; and in the Certificates event of any such transfer, such predecessor corporation shall be discharged from all obligations and covenants under the Indenture and the Debentures and may be dissolved and liquidated, all as more fully set forth in the Indenture. If an Event of Default, as defined in the Indenture, with respect to the Senior Notes Debentures shall occur and be deemed continuing, the principal of all the Debentures may be declared due and payable at the time, in the manner and with the effect provided in the Indenture. As provided in the Indenture and subject to be a reference to such Applicable Ownership Interests (as specified in clause (i) certain limitations therein and herein set forth, this Debenture is transferable on the Security Register of the definition Company, upon surrender of such term) this Debenture for registration of transfer at the office or agency of the Company in the Treasury Portfolio any place where principal and (v) any reference herein or in the Certificates to interest on the Senior Notes Debentures are payable, or at any other office or agency of the Company maintained for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Debentures are issuable only in registered form without coupons in denominations of $50 and any multiple of $50. As provided in the Indenture and subject to certain limitations therein set forth, Debentures are exchangeable for a like aggregate principal amount of Debentures of a like tenor and of different authorized denominations, as requested by the Holder surrendering the same. No service charge shall be deemed made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to be a reference cover any tax or other governmental charge payable in connection with such registration of transfer or exchange, other then certain exchanges not involving any transfer. Prior to corresponding distributions on such Applicable Ownership Interests (as specified in clause (i) due presentment of this Debenture for registration of transfer, the Company, the Trustee and any agent of the definition Company or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture shall be overdue, and neither the Company, the Trustee nor any such term) agent shall be affected by notice to the contrary. This Debenture shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York. Certain terms used in this Debenture which are defined in the Treasury PortfolioIndenture have the meanings set forth therein. The ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE __________________________________ |_________________________________|_____________________________________ (Name and address of Assignee, including zip code, must be printed or typewritten) __________________________________________________________________________ the within Debenture, and all rights thereunder, hereby irrevocably, constituting and appointing _________________________________________________________________Attorney to transfer the said Debenture on the books of Citizens Utilities 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 with full power of substitution of the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateralpremises. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If the Company elects to redeem the Senior Subordinated Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Subordinated Notes on the Special Event Redemption Date. On Upon the occurrence of such Special Event Redemption while Subordinated Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 12:30 p.m., New York City time, on such Special Event Redemption Date, by federal funds check or wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Agent Account, the Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes shall surrender be released from the Pledged Senior Notes Collateral Account and promptly transferred to the Indenture Trustee against delivery Company. Upon the crediting of an amount equal such funds to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge AgreementCollateral Account, the Collateral Agent Agent, at the written direction of the Company, shall cause instruct the Securities Intermediary to (i) apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units, in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Applicable Ownership Interests in Subordinated Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Corporate Unit to purchase Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iiiii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (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 Pledged Applicable Ownership Interests in Subordinated Notes, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreementthereof, and (iviii) any reference herein or in the Certificates this Agreement to the Senior Applicable Ownership Interests in Subordinated Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) in the Treasury Portfolio and (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) for Applicable Ownership Interests in the Treasury Portfolio for Senior Subordinated Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following Upon the occurrence of a Special Event as permitted by Redemption prior to the Indenturesuccessful remarketing of the Notes pursuant to the provisions of Section 5.4, it the Company shall notify instruct in writing the Collateral Agent in writing that a Special Event has occurred to apply, and that it intends to redeem the Senior Notes on the Special Event Redemption Date. On the Special Event Redemption Dateupon such written instruction, the Collateral Agent shall surrender apply, out of the Pledged Senior aggregate Redemption Price for the Notes to the Indenture Trustee against delivery that are components of Normal Units, an amount equal to the aggregate Special Event Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Principal Amount of such funds to purchase on behalf of the Holders of Corporate Normal Units the Treasury Portfolio and promptly remit the remaining portion of such funds Redemption Price to the Purchase Contract Agent for payment to the Holders of such Corporate Normal Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the . The Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes Notes, and will be held by pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Normal Unit to purchase Common Stock of the Company Ordinary Shares under the Purchase Contract constituting a part of such Corporate Normal Unit, (ii) . Following the Applicable Ownership Interests (as specified in clause (ii) occurrence of a Special Event Redemption prior to a successful remarketing of the definition of such term) in the Treasury Portfolio will be transferred Notes pursuant to the Purchase Contract Agent for the benefit provisions of Section 5.4, the Holders of such Corporate Units, (iii) the Holders of Corporate Normal Units and the Collateral Agent shall have such security interest interests, rights and obligations with respect to such Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holders Holder of Corporate Normal Units and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, (iv) and any reference herein or in the Certificates to the Senior Notes Note 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 (v) 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 (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. (c) collateral. The Holders Company shall cause notice of Separate Senior any Special Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Special Event Redemption Date, to each Holder of Normal Units including Notes shall directly receive to be redeemed at its registered address. Upon the occurrence of a Special Event Redemption after the successful remarketing of the Notes or after the Stock Purchase Date, the Redemption Price for will be payable in cash to the Separate Senior Notes in accordance with the terms holders of the IndentureNotes.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following Upon the occurrence of a Special Event as permitted by Redemption prior to the Indentureearlier of (A) the date of a Successful Remarketing and (B) the Purchase Contract Settlement Date, the Company may, at its option, redeem the Senior Notes in whole, but not in part, at the Redemption Price. If the Company so elects to redeem the Senior Notes, it shall notify the Collateral Agent in writing that a Special Event Redemption has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Dateoccurred. On the Special Event Redemption Date, The Company shall deposit in the Collateral Agent shall surrender Account in exchange for the Pledged Senior Notes to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior NotesPrice. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units. (b) Upon the occurrence of a Special Event RedemptionRedemption prior to the Purchase Contract Settlement Date, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, . Following the occurrence of a Special Event Redemption prior to the earlier of (i) the date of a Successful Remarketing or (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate UnitsSettlement Date, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such 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, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, (iv) 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 (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. (c) If the Special Event Redemption occurs after the Purchase Contract Settlement Date, the Company shall remit in exchange for the Senior Notes outstanding on such date an amount equal to the Redemption Price to the Purchase Contract Agent for payment to the Holders of such Senior Notes. (d) The Holders of Separate Senior Notes shall directly receive the Redemption Price redemption price for the Separate Senior Notes in accordance with the terms of the IndentureNotes.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. On Upon the occurrence of such Special Event Redemption while Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Notes underlying Pledged Applicable Ownership Interests in Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 11:00 a.m., New York City time, on such Special Event Redemption Date, by wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Agent Account, the Notes underlying Pledged Applicable Ownership Interests in Notes shall surrender be released from the Pledged Senior Notes Collateral Account and promptly transferred to the Indenture Trustee against delivery Company. Upon the crediting of an amount equal such funds to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge AgreementCollateral Account, the Collateral Agent Agent, at the written direction of the Company, shall cause instruct the Securities Intermediary to (i) apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf the Special Event Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the Holders of Corporate Units the Treasury Portfolio definition thereof) and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units, in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such termthereof) in the Treasury Portfolio will be substituted as Collateral for the Notes underlying Pledged Senior Applicable Ownership Interests in Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Corporate Unit to purchase Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the ii)the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such termthereof) in the Treasury Portfolio as the Holders of Corporate Units and the Collateral Agent had in respect of the Senior Notes underlying Pledged Applicable Ownership Interests in Notes, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreementthereof, and (iviii) any reference herein or to Applicable Ownership Interests 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 (v) 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 (as specified in clause (i) of the definition of such term) in the Special Event 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 the Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such term) thereof for Applicable Ownership Interests in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. On Upon the occurrence of such Special Event Redemption while Senior Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 12:30 p.m., New York City time, on such Special Event Redemption Date, by wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Agent shall surrender Account, the Pledged Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes shall be released from the Collateral Account and promptly transferred to the Indenture Trustee against delivery Company. Upon the crediting of an amount equal such funds to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge AgreementCollateral Account, the Collateral Agent Agent, at the written direction of the Company, shall cause instruct the Securities Intermediary to (i) apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units, in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Applicable Ownership Interests in Senior Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Corporate Unit to purchase Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iiiii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (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 Pledged Applicable Ownership Interests in Senior Notes, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreementthereof, and (iviii) any reference herein or in the Certificates this Agreement to the Applicable Ownership Interests in Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) in the Treasury Portfolio and (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) for Applicable Ownership Interests in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a writing, of the occurrence of any Special Event has occurred and that it intends Event, of its intention to redeem the Senior Notes on and of the Special Event Redemption Date. On the Special Event Redemption Date, the Collateral Agent shall surrender the Pledged Senior Notes to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Normal Units the Treasury Portfolio and promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Normal Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Applicable Ownership Interests in Senior Notes and the related Pledged Senior Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Normal Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Normal Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the Holders of Corporate Normal Units and the Collateral Agent shall have such security interest rights and obligations with respect to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holders of Corporate Normal Units and the Collateral Agent had in respect of the Applicable Ownership Interests in Senior Notes and the related Pledged Senior Notes, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, and (iviii) any reference herein or in the Certificates to the Senior Notes or Applicable Ownership Interests in Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) in the Treasury Portfolio and (v) 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 (as specified in clause (i) of the definition of such term) in the Treasury Portfolio). The Company may cause to be made in any Corporate Normal 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 the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) for Applicable Ownership Interests in Senior Notes and the Treasury Portfolio for related Pledged Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the IndentureNotes.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. On Upon the occurrence of such Special Event Redemption while Senior Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 12:30 p.m., New York City time, on such Special Event Redemption Date, by federal funds check or wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Agent shall surrender Account, the Pledged Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes shall be released from the Collateral Account and promptly transferred to the Indenture Trustee against delivery Company. Upon the crediting of an amount equal such funds to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge AgreementCollateral Account, the Collateral Agent Agent, at the written direction of the Company, shall cause instruct the Securities Intermediary to (i) apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units, Pro Rata in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Applicable Ownership Interests in Senior Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Corporate Unit to purchase Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iiiii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (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 Pledged Applicable Ownership Interests in Senior Notes, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreementthereof, and (iviii) any reference herein or in the Certificates this Agreement to the Applicable Ownership Interests in Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) in the Treasury Portfolio and (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) for Applicable Ownership Interests in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If the Company elects to redeem the Senior Subordinated Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Subordinated Notes on the Special Event Redemption Date. On the Special Event Redemption Date, the Collateral Agent shall surrender the Pledged Senior Subordinated Notes to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior Subordinated Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Subordinated Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such 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 Subordinated Notes, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, and (iv) any reference herein or in the Certificates to the Senior Subordinated 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 (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Subordinated Notes as Collateral. (c) The Holders of Separate Senior Subordinated Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the IndentureSubordinated Notes.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. On Upon the occurrence of such Special Event Redemption while Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Notes underlying Pledged Applicable Ownership Interests in Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 11:00 a.m., New York City time, on such Special Event Redemption Date, by wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Agent Account, the Notes underlying Pledged Applicable Ownership Interests in Notes shall surrender be released from the Pledged Senior Notes Collateral Account and promptly transferred to the Indenture Trustee against delivery Company. Upon the crediting of an amount equal such funds to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge AgreementCollateral Account, the Collateral Agent Agent, at the written direction of the Company, shall cause instruct the Securities Intermediary to (i) apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units Special Event Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio) and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units, in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) Applicable Ownership Interest in the Special Event Treasury Portfolio Portfolio) will be substituted as Collateral for the Notes underlying Pledged Senior Applicable Ownership Interests in Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Corporate Unit to purchase Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iiiii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) Applicable Ownership Interest in the Special Event Treasury Portfolio Portfolio) as the Holders of Corporate Units and the Collateral Agent had in respect of the Senior Notes underlying Pledged Applicable Ownership Interests in Notes, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreementthereof, and (iviii) any reference herein or to Applicable Ownership Interests 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 (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) Applicable Ownership Interest in the Special Event Treasury Portfolio Portfolio) for Senior Applicable Ownership Interests in Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes Debt Securities on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes Debt Securities on the Special Event Redemption Date. On the Special Event Redemption Date, the Collateral Agent shall surrender the Pledged Senior Notes Debt Securities to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior NotesDebt Securities. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes Debt Securities and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such 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 NotesDebt Securities, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, and (iv) any reference herein or in the Certificates to the Senior Notes Debt Securities 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 (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes Debt Securities as Collateral. (c) The Holders of Separate Senior Notes Debt Securities shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the IndentureDebt Securities.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following Upon the occurrence of a Special Event as permitted by Redemption prior to the Indenturesuccessful remarketing of the Notes pursuant to the provisions of Section 5.4, it shall notify the Company may elect to instruct in writing the Collateral Agent in writing that a Special Event has occurred to apply, and that it intends to redeem the Senior Notes on the Special Event Redemption Date. On the Special Event Redemption Dateupon such written instruction, the Collateral Agent shall surrender apply, out of the Pledged Senior aggregate Redemption Price for the Notes to the Indenture Trustee against delivery that are components of Normal Units, an amount equal to the aggregate Special Event Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Principal Amount of such funds to purchase on behalf of the Holders of Corporate Normal Units the Treasury Portfolio and promptly remit the remaining portion of such funds Redemption Price to the Purchase Contract Agent for payment to the Holders of such Corporate Normal Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the . The Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes Notes, and will be held by pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Normal Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Normal Unit, (ii) . Following the Applicable Ownership Interests (as specified in clause (ii) occurrence of a Special Event Redemption prior to a successful remarketing of the definition of such term) in the Treasury Portfolio will be transferred Notes pursuant to the Purchase Contract Agent for the benefit provisions of Section 5.4, the Holders of such Corporate Units, (iii) the Holders of Corporate Normal Units and the Collateral Agent shall have such security interest interests, rights and obligations with respect to such Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holders Holder of Corporate Normal Units and the Collateral Agent had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, (iv) and any reference herein or in the Certificates to the Senior Notes Note 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 (v) 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 (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders collateral. Upon the occurrence of Separate Senior Notes shall directly receive a Special Event Redemption after the successful remarketing of the Notes, the Redemption Price for will be payable in cash to the Separate Senior Notes in accordance with the terms holders of the IndentureNotes.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on and the Special Event Redemption Date. On the Special Event Redemption Date, the Collateral Agent shall surrender the Pledged Senior Notes to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such 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, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, and (iviii) 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 (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price redemption price for the Separate Senior Notes in accordance with the terms of the IndentureNotes.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following Upon the occurrence of a Special Event as permitted by Redemption prior to the IndentureForward Purchase Contract Settlement Date, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes aggregate Redemption Price payable on the Special Event Redemption DateDate with respect to the Pledged Preferred Stock shall be delivered by the REIT on or prior to 12:00 p.m., New York City time, by check or wire transfer in immediately available funds to the Collateral Agent or such other account as may be designated in writing by the Collateral Agent in exchange for the Pledged Preferred Stock. On In the Special Event event the Collateral Agent receives such Redemption DatePrice, the Collateral Agent shall surrender will, at the Pledged Senior Notes to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms written direction of the Pledge AgreementREIT or the Company, the Collateral Agent shall cause the Securities Intermediary to apply an amount amount, out of such Redemption Price, equal to the aggregate Redemption Amount of such funds with respect to the Pledged Preferred Stock to purchase on behalf of from the Holders of Corporate Units Quotation Agent the Treasury Portfolio and promptly remit the any remaining portion of such funds Redemption Price to the Forward Purchase Contract Agent for payment to the Holders of such Corporate Units. Income PRIDES. The Collateral Agent shall Transfer (b) Upon the occurrence of a Special Event Redemption, (ior cause to be Transferred) the Applicable Ownership Interests (as specified in clause (iA) of the definition of such term) in the Treasury Portfolio will be substituted as Interests to the Collateral Account pursuant to the Pledge hereunder, in substitution for the Pledged Senior Notes Preferred Stock and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Unit to purchase Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) shall Transfer the Applicable Ownership Interests (as specified in clause (iiB) of the definition of such term) in of the Treasury Portfolio will be transferred Interests to the Forward Purchase Contract Agent for the benefit of the Holders holders of such Corporate Unitsthe Income PRIDES. Thereafter, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest interests, rights and obligations with respect to such 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 it had in respect of the Senior Notes, as the case may be, subject to the Pledge thereof Pledged Preferred Stock as provided in the Pledge Agreementherein, (iv) and any reference herein or in the Certificates to the Senior Notes Preferred Stock shall be deemed to be a reference to such Applicable Ownership Interests Pledged Portfolio Interests. During any period greater than one Business Day between the receipt of the Redemption Price in Cash upon the Special Event Redemption and the payment of all or a portion thereof to the Quotation Agent for the purchase of the Treasury Portfolio, as provided above, the Collateral Agent shall (pursuant to the written direction of the Company, which may be in the form of a standing order) promptly invest any such Cash in Permitted Investments. Upon receipt of the Proceeds upon the maturity of such Permitted Investments on the date of the purchase of the Treasury Portfolio as specified in clause described above, the Collateral Agent (i) of the definition of shall pay such termProceeds (and deliver any certified or cashiers checks received and any funds so wired) in an amount equal to the purchase price of the Treasury Portfolio to the Quotation Agent and (vii) shall distribute any reference herein or funds in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests (as specified in clause (i) respect of the definition of such term) in interest earned from the Treasury Portfolio. The Company may cause Permitted Investments to be made in any Corporate Units Certificates thereafter the Forward Purchase Contract Agent for payment to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateralrelevant Holders. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on and the Special Event Redemption Date. On the Special Event Redemption Date, the Collateral Agent shall surrender the Pledged Senior Notes to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such 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, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, and (iviii) 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 (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price redemption price for the Separate Senior Notes in accordance with the terms of the IndentureNotes.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following Upon the occurrence of a Special Event as permitted by the IndentureRedemption prior to August 17, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. On the Special Event Redemption Date, the Collateral Agent shall surrender the Pledged Senior Notes to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter2005, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause will apply, out of the Securities Intermediary to apply aggregate Redemption Price for the shares of Preferred Stock that are components of Income PRIDES, an amount equal to the aggregate Redemption Amount for the Preferred Stock that are components of such funds Income PRIDES, to purchase on behalf of the Holders of Corporate Units Income PRIDES the Treasury Portfolio and promptly remit the remaining portion of such funds Redemption Price to the Purchase Contract Agent for payment to the Holders of such Corporate Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Income PRIDES. The Applicable Ownership Interests Interest (as specified in clause (iA) of the definition of such term) in of the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes Preferred Stock and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Unit an Income PRIDES to purchase the Common Stock of the Company under the Forward Purchase Contract constituting a part of such Corporate UnitIncome PRIDES. (b) Following the occurrence of a Special Event Redemption prior to the Forward Purchase Contract Settlement Date, (ii) the Holders of Income PRIDES and the Collateral Agent shall have such security interest, rights and obligations with respect to the Applicable Ownership Interests Interest (as specified in clause (iiA) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holders of Corporate Units Income PRIDES and the Collateral Agent had in respect of the Senior NotesPreferred Stock, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, (iv) and any reference herein or in the Certificates to the Senior Notes Preferred Stock shall be deemed to be a reference to such Applicable Ownership Interests Interest (as specified in clause (iA) of the definition of such term) in the Treasury Portfolio and (v) 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 (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. The Company Co-Issuers may cause to be made in any Corporate Units Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests Interest (as specified in clause (iA) of the definition of such term) in of the Treasury Portfolio for Senior Notes Preferred Stock as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends of such occurrence, of its intention to redeem the Senior Notes on and of the Special Event Redemption Date. On the Special Event Redemption Date, the Collateral Agent shall surrender the Pledged Senior Notes to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Unit to purchase Common Stock the Ordinary Shares of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such 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, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, and (iviii) 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 (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price redemption price for the Separate Senior Notes in accordance with the terms of the IndentureNotes.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends of such occurrence, of its intention to redeem the Senior Notes on and of the Special Event Redemption Date. On the Special Event Redemption Date, the Collateral Agent shall surrender the Pledged Senior Notes to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Unit to purchase the Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such 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, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, and (iviii) 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 (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price redemption price for the Separate Senior Notes in accordance with the terms of the IndentureNotes.

Special Event Redemption. (a) If the The Company elects to may redeem the Senior Notes on any Payment Date following the occurrence of Subordinated Notes, at its option, if (i) a Special Event as permitted by the Indenture, it shall notify the Collateral Agent change or prospective change in writing law occurs that a Special Event has occurred and that it intends to redeem the Senior Notes could prevent HTBK from deducting interest payable on the Special Event Redemption Date. On Subordinated Notes for U.S. Federal income tax purposes, (ii) a subsequent event occurs that could preclude the Special Event Redemption DateSubordinated Notes from being recognized as Tier 2 capital for regulatory capital purposes, the Collateral Agent shall surrender the Pledged Senior Notes or (iii) HTBK could be required to register as an investment company pursuant to the Indenture Trustee against delivery Investment Company Act of an amount 1940, as amended, in each case, at a redemption price equal to the aggregate Redemption Price for such Pledged Senior Notesprincipal amount of the Subordinated Notes being redeemed plus any accrued and unpaid interest to, but excluding, the date of redemption. ThereafterUnderwriters’ Discount: 1.50% Net Proceeds to Issuer (after underwriters’ discounts, pursuant but before expenses): $39,400,000 Denominations: $1,000 denominations and integral multiples of $1,000 Subordination & Ranking: The Subordinated Notes will be unsecured, subordinated and: · will rank junior in right of payment and upon HTBK’s liquidation to HTBK’s existing and all of HTBK’s future senior indebtedness; · will rank equally in right of payment and upon HTBK’s liquidation with HTBK’s existing and all future indebtedness the terms of which provide that such indebtedness ranks equally with promissory notes, bonds, debentures and other evidences of indebtedness of types that include the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary Subordinated Notes; · will rank senior in right of payment and upon HTBK’s liquidation to apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests existing junior subordinated debentures underlying outstanding trust preferred securities, and (as specified in clause (iii) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes and will be held by the Collateral Agent in accordance with any indebtedness the terms of which provide that such indebtedness ranks junior to promissory notes, bonds, debentures and other evidences of indebtedness of types that include the Pledge Agreement Subordinated Notes; and · will be effectively subordinated to secure the obligation of each Holder of a Corporate Unit to purchase Common Stock all of the Company under existing and future indebtedness, deposits and other liabilities of HTBK’s current and future subsidiaries, including without limitation, its bank subsidiary liabilities to depositors in connection with the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified deposits in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such 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 Noteseach bank, as well as to its subsidiary’s liabilities to general creditors and liabilities arising during the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, (iv) any reference herein ordinary course 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 (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateralotherwise. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. On Upon the occurrence of such Special Event Redemption while Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Notes underlying Pledged Applicable Ownership Interests in Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 11:00 a.m., New York City time, on such Special Event Redemption Date, by wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Agent Account, the Notes underlying Pledged Applicable Ownership Interests in Notes shall surrender be released from the Pledged Senior Notes Collateral Account and promptly transferred to the Indenture Trustee against delivery Company. Upon the crediting of an amount equal such funds to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge AgreementCollateral Account, the Collateral Agent Agent, at the written direction of the Company, shall cause instruct the Securities Intermediary to (i) apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf the Special Event Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the Holders of Corporate Units the Treasury Portfolio definition thereof) and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units, in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such termthereof) in the Treasury Portfolio will be substituted as Collateral for the Notes underlying Pledged Senior Applicable Ownership Interests in Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Corporate Unit to purchase Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iiiii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such termthereof) in the Treasury Portfolio as the Holders of Corporate Units and the Collateral Agent had in respect of the Senior Notes underlying Pledged Applicable Ownership Interests in Notes, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreementthereof, and (iviii) any reference herein or to Applicable Ownership Interests 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 (v) 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 (as specified in clause (i) of the definition of such term) in the Special Event 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 the Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such termthereof) for Applicable Ownership Interests in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. On Upon the occurrence of such Special Event Redemption while Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Notes underlying Pledged Applicable Ownership Interests in Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 11:00 a.m., New York City time, on such Special Event Redemption Date, by wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Agent Account, the Notes underlying Pledged Applicable Ownership Interests in Notes shall surrender be released from the Pledged Senior Notes Collateral Account and promptly transferred to the Indenture Trustee against delivery Company. Upon the crediting of an amount equal such funds to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge AgreementCollateral Account, the Collateral Agent Agent, at the written direction of the Company, shall cause instruct the Securities Intermediary to (i) apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units Special Event Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio) and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units, in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such term) Applicable Ownership Interest in the Special Event Treasury Portfolio Portfolio) will be substituted as Collateral for the Notes underlying Pledged Senior Applicable Ownership Interests in Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Corporate Unit to purchase Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iiiii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such term) Applicable Ownership Interest in the Special Event Treasury Portfolio Portfolio) as the Holders of Corporate Units and the Collateral Agent had in respect of the Senior Notes underlying Pledged Applicable Ownership Interests in Notes, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreementthereof, and (iviii) any reference herein or to Applicable Ownership Interests 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 (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such term) Applicable Ownership Interest in the Special Event Treasury Portfolio Portfolio) for Senior Applicable Ownership Interests in Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on the Special Event Redemption Date. On After the occurrence of such Special Event Redemption while Senior Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 12:30 p.m. (New York City time) on such Special Event Redemption Date, by wire transfer of immediately available funds. Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Agent shall surrender Account, the Pledged Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes shall be released from the Collateral Account and promptly transferred to the Indenture Trustee against delivery Company. Upon the crediting of an amount equal such funds to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge AgreementCollateral Account, the Collateral Agent Agent, at the written direction of the Company, shall cause instruct the Securities Intermediary to (i) apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of such Corporate Units, in accordance with their respective interests. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Applicable Ownership Interests in Senior Notes and will be held by the Collateral Agent in accordance with the terms of the Pledge Agreement hereof to secure the obligation Obligation of each Holder of a Corporate Unit to purchase Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unit, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iiiii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (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 Pledged Applicable Ownership Interests in Senior Notes, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreementthereof, and (iviii) any reference herein or in the Certificates this Agreement to the Applicable Ownership Interests in Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) in the Treasury Portfolio and (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) for Applicable Ownership Interests in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price for the Separate Senior Notes in accordance with the terms of the Indenture.

Special Event Redemption. (a) If the Company elects to redeem the Senior Notes on any Payment Date following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Senior Notes on and the Special Event Redemption Date. On the Special Event Redemption Date, the Collateral Agent shall surrender the Pledged Senior Notes to the Indenture Trustee against delivery of an amount equal to the aggregate Redemption Price for such Pledged Senior Notes. Thereafter, pursuant to the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase on behalf of the Holders of Corporate Units the Treasury Portfolio and promptly remit the remaining portion of such funds to the Purchase Contract Warrant Agent for payment to the Holders of such Corporate Units. (b) Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be substituted as Collateral for the Pledged Senior Notes and will be held by the Collateral Agent Securities Intermediary in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Corporate Unit to pay the Settlement Price of the related Warrant and thereby purchase Common Stock of the Company under the Purchase Contract constituting a part of such Corporate Unitthereunder, (ii) the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio will be transferred to the Purchase Contract Agent for the benefit of the Holders of such Corporate Units, (iii) the Holders of Corporate Units and the Collateral Agent shall have such security interest rights and obligations with respect to such 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, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, and (iviii) 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 (v) 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 (as specified in clause (i) of the definition of such term) 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. (c) The Holders of Separate Senior Notes shall directly receive the Redemption Price redemption price for the Separate Senior Notes in accordance with the terms of the IndentureNotes.