Common use of Optional Remarketing Clause in Contracts

Optional Remarketing. (a) On or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Date, Holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will return such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate Notes.

Optional Remarketing. (a) On or prior to the thirteenth fourth Business Day immediately preceding either the Stock Purchase Remarketing Date or if applicable, the first day of any subsequent Remarketing Period, but no earlier than the sixteenth Business Day Interest Payment Date immediately preceding the last Interest Payment Date before the Stock Purchase Date, Holders holders of Separate Notes may elect to have their Separate Notes remarketed by delivering Transferring their Separate Notes, together with Notes and delivering a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Collateral Agent. On the eleventh third Business Day immediately prior to the Stock Purchase DateRemarketing Date or the first day of any subsequent Remarketing Period, by 10:00 a.m., New York City time, the Custodial Collateral Agent shall notify the Remarketing Agent of the aggregate principal amount number of such Separate Notes to be remarketed. The Custodial Collateral Agent will hold such Separate Notes in an account separate from the Collateral Account. A Holder holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Collateral Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth fourth Business Day immediately preceding the Stock Purchase Dateapplicable Remarketing Date or the first day of a subsequent Remarketing Period, upon which notice the Custodial Collateral Agent will return such Separate Notes to such Holderholder. (b) On the tenth third Business Day immediately preceding the Stock Purchase DateRemarketing Date or the first day of any subsequent Remarketing Period, the Custodial Collateral Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Collateral Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holderholder's Separate Notes shall be included in the Remarketing. Once the Holder holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Collateral Agent for redelivery to such Holders holders of such Separate Notes.

Optional Remarketing. (ai) On or prior Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the thirteenth terms of the Remarketing Agreement, to remarket the aggregate Debentures underlying the aggregate Applicable Ownership Interests in Debentures that are components of Corporate Units, along with any Separate Debentures, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(d), over a period of one or more days selected by the Company that begins on or after the second Business Day immediately preceding the Stock Interest Payment Date immediately prior to the Purchase Contract Settlement Date but and ends any time on or before the eighth calendar day prior to the beginning of the Final Remarketing Period (such period, the “Optional Remarketing Period”); provided that, notwithstanding anything to the contrary herein, the Company may only elect to conduct an Optional Remarketing if it is not then deferring interest on the Debentures. (i) The Company shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Debentures of the Company’s election to conduct an Optional Remarketing no earlier later than five Business Days prior to the sixteenth first day of the Optional Remarketing Period, and the Company shall provide a copy of such request to the Purchase Contract Agent, Collateral Agent and Custodial Agent. (ii) If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 4:00 p.m. (New York City time) on the Business Day immediately preceding the Stock Purchase Date, Holders first day of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 a.m., New York City timerelated Optional Remarketing Period, the Custodial Purchase Contract Agent shall notify the Remarketing Agent Agent(s) in writing of the aggregate principal amount of such Separate Notes Debentures underlying the Pledged Applicable Ownership Interests in Debentures that are a part of the Corporate Units to be remarketed. The , and the Custodial Agent will hold shall notify in writing the Remarketing Agent(s) of the aggregate principal amount of Separate Debentures (if any) to be remarketed pursuant to Section 5.02(d). Pursuant to the Remarketing Agreement, upon receipt of such Separate Notes in an account separate notices from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to Purchase Contract Agent and the Custodial Agent, substantially in the form of Exhibit D Remarketing Agent(s) will use its commercially reasonable efforts to remarket such Debentures at the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will return such Separate Notes to such Holderapplicable Remarketing Price. (biii) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate NotesReserved.

Optional Remarketing. (ai) On or prior Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the thirteenth terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(d), over a period of one or more days selected by the Company that begins on or after the second Business Day immediately preceding the Stock Interest Payment Date immediately prior to the Purchase Contract Settlement Date but and ends any time on or before the eighth calendar day prior to the beginning of the Final Remarketing Period (such period, the “Optional Remarketing Period”); provided that, notwithstanding anything to the contrary herein, the Company may only elect to conduct an Optional Remarketing if it is not then deferring interest on the Notes. (ii) The Company shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no earlier later than five Business Days prior to the sixteenth first day of the Optional Remarketing Period, and the Company shall provide a copy of such request to the Purchase Contract Agent, Collateral Agent and Custodial Agent. (iii) If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 4:00 p.m. (New York City time) on the Business Day immediately preceding the Stock Purchase Date, Holders first day of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 a.m., New York City timerelated Optional Remarketing Period, the Custodial Purchase Contract Agent shall notify the Remarketing Agent Agent(s) in writing of the aggregate principal amount of such Separate Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed. The , and the Custodial Agent will hold such Separate Notes shall notify in an account separate from writing the Collateral Account. A Holder Remarketing Agent(s) of the aggregate principal amount of Separate Notes electing (if any) to have its Separate Notes be remarketed will also have pursuant to Section 5.02(d). Pursuant to the right to withdraw Remarketing Agreement, upon receipt of such election by written notice to notices from the Purchase Contract Agent and the Custodial Agent, substantially in the form of Exhibit D Remarketing Agent(s) will use its commercially reasonable efforts to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will return remarket such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the applicable Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate NotesPrice.

Optional Remarketing. (a) On or At any time after the Interest Payment Date immediately preceding the last Interest Payment Date before the Stock Purchase Date and prior to 11:00 a.m., New York City time, on the thirteenth fourth Business Day immediately preceding the Stock Purchase Initial Remarketing Date but no earlier than or the sixteenth Business Day immediately preceding the Stock Purchase Datefirst day of any subsequent Remarketing Period, Holders as applicable, holders of Separate Notes may elect to have their Separate Notes remarketed by Transferring such Separate Notes and delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior Pursuant to the Stock Purchase Date, by 10:00 a.m., New York City timeterms of the Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. On the third Business Day immediately preceding the Initial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, not later than 10:00 a.m., New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent shall notify the Remarketing Agent of the aggregate number of Separate Notes to be remarketed. A Holder holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to 11:00 a.m., New York City time, on the thirteenth fourth Business Day immediately preceding the Stock Purchase DateInitial Remarketing Date or the first day of a subsequent Remarketing Period, as applicable, upon which notice the Custodial Agent will return such Separate Notes to such Holderholder. (b) On the tenth third Business Day immediately preceding the Stock Purchase DateInitial Remarketing Date or the first day of any subsequent Remarketing Period, as applicable, the Custodial Agent at Agent, pursuant to the written direction terms of the Remarketing Agent Pledge Agreement, will deliver to the Remarketing Agent for Remarketing remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holderholder's Separate Notes shall be included in the Remarketingremarketing. Once the Holder holder of Separate Notes elects to participate in the Remarketingremarketing, such Separate Notes will be remarketed in the Remarketingremarketing, unless such notice is properly withdrawn. After deducting and retaining for itself the Remarketing Fee, the Remarketing Agent will remit the remaining portion of the proceeds from the successful remarketing attributable to the Separate Notes to the Custodial Agent for payment to the holders of Separate Notes that were remarketed. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly will, within three Business Days following the last day of -12- such Remarketing Period, return such Separate Notes that were to be remarketed to the Custodial Agent for redelivery to such Holders holders of such Separate Notes.

Optional Remarketing. (ai) On or prior Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the thirteenth terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(d), over a period of one or more days selected by the Company that begins on or after the second Business Day immediately preceding the Stock Interest Payment Date immediately prior to the Purchase Contract Settlement Date but and ends any time on or before the eighth calendar day immediately preceding the first day of the Final Remarketing Period (such period, the “Optional Remarketing Period”); provided that, notwithstanding anything to the contrary herein, the Company may only elect to conduct an Optional Remarketing if it is not then deferring interest on the Notes. (ii) The Company shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no earlier later than five Business Days prior to the sixteenth first day of the Optional Remarketing Period, and the Company shall provide a copy of such request to the Purchase Contract Agent, Collateral Agent and Custodial Agent. (iii) If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 4:00 p.m. (New York City time) on the Business Day immediately preceding the Stock first day of the related Optional Remarketing Period, the Purchase DateContract Agent shall notify the Remarketing Agent(s) in writing of the aggregate principal amount of Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed, Holders and the Custodial Agent shall notify in writing the Remarketing Agent(s) of the aggregate principal amount of Separate Notes may elect (if any) to have their be remarketed pursuant to Section 5.02(d). Pursuant to the Remarketing Agreement, upon receipt of such notices from the Purchase Contract Agent and the Custodial Agent, the Remarketing Agent(s) will use its commercially reasonable efforts to remarket such Notes at the applicable Remarketing Price. (iv) Reserved. (v) Reserved. (vi) If the Remarketing Agent(s) is able to remarket the Notes being remarketed for at least the applicable Remarketing Price in any Optional Remarketing in accordance with the Remarketing Agreement (a “Successful Optional Remarketing”), the Collateral Agent shall cause the Securities Intermediary to Transfer to the Remarketing Agent(s) the remarketed Notes underlying the Pledged Applicable Ownership Interests in Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Notes underlying the Pledged Applicable Ownership Interests in Notes, and the Custodial Agent shall Transfer the remarketed Separate Notes to the Remarketing Agent(s) upon confirmation of deposit to the account established by the Custodial Agent for the purpose of receiving such proceeds (the “Separate Notes Account”) of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Notes. Settlement shall occur on the Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds attributable to the remarketed Notes underlying the Pledged Applicable Ownership Interest in Notes, the Collateral Agent shall (A) unless the Treasury Portfolio shall consist of Cash, (x) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the dealer identified by delivering the Quotation Agent pursuant to the definition of “Treasury Portfolio Purchase Price” (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Treasury Portfolio to be determined by the Remarketing Agent(s), who shall provide such information to the Collateral Agent and the Quotation Agent, who will then determine, and notify the Collateral Agent of, the Treasury Portfolio Purchase Price) and (y) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, (B) if the Treasury Portfolio shall consist of Cash, credit to the Collateral Account Cash in an amount equal to the Treasury Portfolio Purchase Price and (C) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Remarketing Settlement Date to such Holders pro rata in accordance with their interests. With respect to any Separate Notes remarketed, upon receipt of proceeds of such Successful Optional Remarketing attributable to the remarketed Separate Notes, together with a notice the Custodial Agent shall remit the proceeds of such election, substantially Separate Notes sold in the Successful Optional Remarketing received from the Remarketing Agent(s) pro rata to the holders of such Separate Notes on the Remarketing Settlement Date in accordance with the instructions provided in the form of Exhibit C K. (vii) If there is a Successful Optional Remarketing, the Company shall cause a notice of the Successful Optional Remarketing to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 be published no later than 9:00 a.m., New York City time, on the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding following the Stock Purchase Optional Remarketing Date. This notice shall include the Reset Rate. This notice shall be validly published by making a timely release to any appropriate news agency, upon which notice including Bloomberg Business News and the Custodial Agent will return such Separate Notes to such HolderDow ▇▇▇▇▇ News Service. (bviii) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon Following the occurrence of a Last Failed Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of such term) will be substituted as Collateral for the Pledged Applicable Ownership Interests in Notes and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligations of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Notes and the underlying Notes, subject to the Pledge thereof. Unless the context otherwise requires, any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Notes shall thereupon be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term). 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 defined in clause (i) of such term) for the Pledged Applicable Ownership Interests in Notes as Collateral. (ix) Following a Successful Optional Remarketing, the Remarketing Agent(s) shall remit (1) the proceeds attributable to the remarketed Notes underlying the Pledged Applicable Ownership Interest in Notes to the Collateral Agent will promptly return such and (2) the proceeds attributable to the remarketed Separate Notes to the Custodial Agent for redelivery the benefit of the Holders of Separate Notes that had their Notes remarketed. (x) If, in spite of its commercially reasonable efforts, the Remarketing Agent(s) cannot remarket the Notes as set forth above during the Optional Remarketing Period at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have failed (a “Failed Optional Remarketing”). Promptly after a Failed Optional Remarketing and receipt of notice thereof from the Company, the Custodial Agent will return Separate Notes that were to be subject to such Optional Remarketing to the appropriate holders pursuant to the instructions provided in the form of Exhibit K. (xi) If the Company elects to remarket the Notes during the Optional Remarketing Period and a Successful Optional Remarketing has not occurred on or prior to the eighth calendar day prior to the first day of the Final Remarketing Period, the Company shall cause notice of the Failed Optional Remarketing to be provided to the Custodial Agent, the Collateral Agent and the Purchase Contract Agent and to be published no later than 9:00 a.m., New York City time, on the Business Day immediately following the last date of the Optional Remarketing Period. Any such notice shall be validly published by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service. (xii) The Company will pay the Remarketing Fee in connection with any Successful Optional Remarketing. Holders whose Notes are part of a Successful Optional Remarketing will not be responsible for payment of the Remarketing Fee. (xiii) At any time and from time to time during any Optional Remarketing Period, prior to the announcement of a Successful Optional Remarketing, the Company has the right to postpone such Separate NotesOptional Remarketing in the Company’s sole and absolute discretion.

Optional Remarketing. (a) On Pursuant to the Indenture and the Remarketing Agreement, on or prior to 5:00 p.m. (New York City time) on the thirteenth second Business Day immediately preceding the Stock Purchase Date Day, but no earlier than the sixteenth fifth Business Day immediately Day, preceding the Stock Purchase Datefirst of the three sequential remarketing dates of any Three-Day Remarketing Period, Holders registered holders of Separate Separated Senior Notes may elect to have their Separate Separated Senior Notes remarketed by delivering Transferring their Separate Separated Senior Notes, together with a notice of such election, substantially in the form of Exhibit C F hereto and Exhibit B to the Pledge AgreementIndenture Officers' Certificate, to the Custodial Agent. On Collateral Agent and the eleventh Business Day immediately prior to the Stock Purchase DateTrustee, by 10:00 a.m.respectively, New York City timewhereupon, the Custodial Collateral Agent shall notify the Remarketing Agent of the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Separated Senior Notes in an account separate from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw Account and cause such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will return such Separate Separated Senior Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the be included in any Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to Indenture and the Remarketing Procedures. Once such date. If holder of such Separated Senior Notes delivers such notice and Separated Senior Notes as specified in the Holder of preceding sentence, such election may not be withdrawn and may not be conditioned upon the Separate Notes level at which the Reset Rate is established in the Remarketing; provided, however, that if such a holder delivers only such a notice but not the Separate Separated Senior Notes subject to such the notice, then none of such Holder's Separate holders' Separated Senior Notes shall be included in the Remarketing. Once If a Failed Remarketing occurs, the Holder of Separate Notes elects Remarketing Agents shall notify the Company, the Depositary, the Purchase Contract Agent, the Collateral Agent and the Trustee by telephone by 4:00 p.m. (New York City time) on the Final Remarketing Date that a Failed Remarketing has occurred and shall Transfer to participate in the Collateral Agent, by the third Business Day following the Failed Remarketing, such Separate Notes will be remarketed in Separated Senior Notes, whereupon the Remarketing, unless Collateral Agent shall promptly Transfer such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Separated Senior Notes to the Custodial Agent for redelivery to such Holders of such Separate Notesholders entitled thereto.

Optional Remarketing. (ai) On or Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to remarket the aggregate number of shares of Mandatory Convertible Preferred Stock underlying the aggregate Applicable Ownership Interests in Mandatory Convertible Preferred Stock that are components of Corporate Units, along with any Separate Shares of Mandatory Convertible Preferred Stock, the holders of which have elected to participate in such Remarketing pursuant to Section 5.02(d) below over a period of fifteen consecutive Business Days (each such period, an “Optional Remarketing Period”) selected by the Company that falls during the Optional Remarketing Window. (ii) The Company shall issue a press release and notify the Purchase Contract Agent and the Custodial Agent in writing and request that the Depositary notify the Depositary Participants holding Corporate Units, Treasury Units and Separate Shares of Mandatory Convertible Preferred Stock as to the dates and procedures to be followed in any Optional Remarketing no later than fifteen (15) calendar days prior to the thirteenth first day of an Optional Remarketing Period, and the Company shall provide a copy of such request to the Purchase Contract Agent, the Collateral Agent and the Custodial Agent. (iii) If the Company elects to conduct an Optional Remarketing, by 11:00 a.m. (New York City time) on the Business Day immediately preceding the first day of an Optional Remarketing Period, the Company shall notify (i) the Purchase Contract Agent in writing of the aggregate number of shares of Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock that are a part of the Corporate Units to be remarketed and (ii) the Custodial Agent in writing of the aggregate number of Separate Shares of Mandatory Convertible Preferred Stock (if any) to be remarketed pursuant to Section 5.02(d) below, and upon receipt of such written notice, (i) the Purchase Contract Agent shall notify in writing the Remarketing Agent(s) identified in such notice of the aggregate number of shares of Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock that are a part of the Corporate Units to be remarketed, and (ii) the Custodial Agent shall notify in writing the Remarketing Agent(s) identified in such notice of the aggregate number of Separate Shares of Mandatory Convertible Preferred Stock (if any) to be remarketed pursuant to Section 5.02(d) below. The Company shall, and pursuant to, and subject to the terms of, the Remarketing Agreement, upon receipt of such notices from the Purchase Contract Agent and the Custodial Agent, the Company shall cause the Remarketing Agent(s) pursuant to the Remarketing Agreement to, use its reasonable best efforts to remarket such shares of Mandatory Convertible Preferred Stock. For the avoidance of doubt, and without limiting the generality of the foregoing, the Company and its Board of Directors shall accept the terms of a Successful Optional Remarketing if the Closing Price of the Common Stock at the time of any scheduled, proposed or purported Optional Remarketing Date but no earlier than is above the sixteenth Business Day immediately preceding Threshold Appreciation Price. The Company shall use commercially reasonable efforts to cooperate with the Purchase Contract Agent in connection with any Optional Remarketing and shall notify the Purchase Contract Agent in writing promptly upon becoming aware of the expected Remarketing Date in connection with such Optional Remarketing. (iv) If the Remarketing Agent(s) is able to remarket such Mandatory Convertible Preferred Stock for at least the applicable Remarketing Price in any Optional Remarketing in accordance with the Remarketing Agreement (a “Successful Optional Remarketing”), the Company shall notify the Collateral Agent and the Custodial Agent thereof in writing and upon receipt of such notice, the Collateral Agent shall cause the Securities Intermediary to transfer to the Remarketing Agent(s) the remarketed Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, and the Custodial Agent shall transfer the remarketed Separate Shares of Mandatory Convertible Preferred Stock to the Remarketing Agent(s) upon confirmation of deposit to the separate account established by the Custodial Agent for the purpose of receiving such proceeds (the “Separate Account”), of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Shares of Mandatory Convertible Preferred Stock. Settlement shall occur on the Optional Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds attributable to the remarketed Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the Collateral Agent shall, upon receipt of written instructions from the Company, (A) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase DatePrice to purchase the Treasury Portfolio from the Quotation Agent (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Treasury Portfolio to be determined by the Remarketing Agent(s), who shall provide such information to the Collateral Agent and the Quotation Agent, and the Quotation Agent will then determine, and notify the Collateral Agent of, the Treasury Portfolio Purchase Price), and (B) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, and (C) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Optional Remarketing Settlement Date to the Holders whose Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock were remarketed pro rata in accordance with their respective interests. With respect to any Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate NotesShares of Mandatory Convertible Preferred Stock remarketed, together with a notice upon receipt of proceeds of such electionSuccessful Optional Remarketing attributable to the remarketed Separate Shares of Mandatory Convertible Preferred Stock, substantially the Custodial Agent shall remit such proceeds of such Separate Shares of Mandatory Convertible Preferred Stock sold in the Successful Optional Remarketing received from the Remarketing Agent(s) pro rata to holders of such Separate Shares of Mandatory Convertible Preferred Stock on the Optional Remarketing Settlement Date in accordance with the instructions by such holders provided in the form of Exhibit C M (v) Following the occurrence of a Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio will be substituted as Collateral for the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such respective rights, obligations and security interests with respect to the Applicable Ownership Interests in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, subject to the Pledge Agreementthereof. Any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock shall thereupon be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock as Collateral. (vi) Following a Successful Optional Remarketing, the Remarketing Agent(s) shall remit (1) the proceeds attributable to the remarketed Mandatory Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock to the Collateral Agent and (2) the proceeds attributable to the remarketed Separate Shares of Mandatory Convertible Preferred Stock to the Custodial AgentAgent for the benefit of the holders of Separate Shares of Mandatory Convertible Preferred Stock that had their Separate Shares of Mandatory Convertible Preferred Stock remarketed. (vii) If, in spite of its reasonable best efforts, the Remarketing Agent(s) cannot remarket the Mandatory Convertible Preferred Stock as set forth above during the Optional Remarketing Period at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have been unsuccessful (an “Unsuccessful Optional Remarketing”). On Promptly after receipt of written notice from the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 a.m., New York City timeCompany of an Unsuccessful Optional Remarketing, the Custodial Agent shall notify will return Separate Shares of Mandatory Convertible Preferred Stock that were to be subject to the Optional Remarketing Agent to the appropriate holders thereof in accordance with the instructions by such holders provided in the form of Exhibit M. (viii) If the Company elects to remarket the Mandatory Convertible Preferred Stock during the Optional Remarketing Period and a Successful Optional Remarketing has not occurred on or prior to the last day of the aggregate principal amount Optional Remarketing Period, the Company shall cause a notice of such Separate Notes the Unsuccessful Optional Remarketing to be remarketed. The Custodial Agent will hold such Separate Notes provided in an account separate from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice writing to the Custodial Agent, substantially in the form Collateral Agent and the Purchase Contract Agent and to be published before the open of Exhibit D to business on the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding following the Stock Purchase Datelast date of the Optional Remarketing Period. This notice shall be validly published by making a timely release to any appropriate news agency, upon which including, without limitation, Bloomberg Business News and the Dow ▇▇▇▇▇ News Service. The Company shall similarly cause a notice of a Successful Optional Remarketing to be provided in writing to the Custodial Agent, the Collateral Agent will return such Separate Notes and the Purchase Contract Agent and to such Holder. (b) On be published before the tenth open of business on the Business Day immediately preceding following the Stock Purchase Datedate of such Successful Optional Remarketing, and the Custodial Agent at Company shall request the written direction Depositary to notify its participants holding Separate Shares of Mandatory Convertible Preferred Stock, if any, of the modified terms established for the Mandatory Convertible Preferred Stock during the Optional Remarketing Agent will deliver to on the Remarketing Agent for Remarketing all Separate Notes delivered Business Day following the date on which the Mandatory Convertible Preferred Stock was successfully remarketed (and a copy of this request shall be provided to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed RemarketingAgent, the Remarketing Collateral Agent will promptly return such Separate Notes to and the Custodial Agent for redelivery to such Holders of such Separate NotesPurchase Contract Agent).

Optional Remarketing. (a) On Pursuant to the -------------------- Remarketing Agreement and subject to the terms of the Supplemental Remarketing Agreement, on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Initial Remarketing Date or the Secondary Remarketing Date, as applicable, but no earlier than the sixteenth Business Day Payment Date immediately preceding the Stock Purchase Datesuch date, Holders of Separate Notes Securities that are not a component of Corporate Units may elect to have their Separate Notes Securities remarketed by delivering their Separate NotesSecurities, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 a.m., New York City time, the The Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes Securities in an account separate from the Collateral Account. A On or prior to 5:00 P.M., New York City time, on the second Business Day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, a Holder of Separate Notes Securities that are not a component of Corporate Units electing to have its Separate Notes Securities remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will shall return such Separate Notes Securities to such Holder. (b) On . The election by a Holder of Securities that are not a component of Corporate Units to have its Securities remarketed may not be conditioned upon the tenth level at which the Reset Rate is established, and is irrevocable after 5:00 P.M., New York City time, on the second Business Day immediately preceding the Stock Purchase Initial Remarketing Date or the Secondary Remarketing Date, as applicable. On the business day immediately preceding the Initial Remarketing Date or the Secondary Remarketing Date, as applicable, the Custodial Agent at the written direction of shall notify the Remarketing Agent of the aggregate principal amount of the Securities to be remarketed and will deliver to the Remarketing Agent for Remarketing remarketing all Separate Notes Securities delivered to the Custodial Agent pursuant to this Section 4.5(d) of the Pledge Agreement 4.03 and not withdrawn pursuant to the terms thereof hereof prior to such date. If After deducting the Holder Remarketing Fee to the extent permitted under the terms of the Separate Notes delivers only such notice but not Remarketing Agreement, the Separate Notes subject Remarketing Agent will remit to such notice, then none the Custodial Agent the remaining portion of the proceeds for the benefit of such Holder's Separate Notes shall be included in Holders. In the Remarketing. Once the Holder event of Separate Notes elects to participate in the a Failed Initial Remarketing or a Failed Secondary Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketingas applicable, the Remarketing Agent will promptly return such Separate Notes Securities to the Custodial Agent for redelivery to such Holders Holders. (b) In the event of such Separate Notesa Failed Secondary Remarketing, the Reset Rate on the Securities that are not a component of Corporate Units will be equal to the rate determinated by the Reset Agent, in connection with the remarketing effort on the Secondary Remarketing Date, as the rate the Securities should bear in order for each Security to have an approximate market value of 100.25% of its principal amount. The Reset Rate will be equal to the sum of the Reset Spread and the Three-Year Benchmark Treasury or Three and One-Quarter Year Benchmark Treasury, as applicable, and will be determined by the Reset Agent, provided, however, the Reset Spread will not, without the Company's consent, exceed the Reset Spread Cap.

Optional Remarketing. (ai) On or Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to remarket the aggregate number of shares of Convertible Preferred Stock underlying the aggregate Applicable Ownership Interests in Convertible Preferred Stock that are components of Corporate Units, along with any Separate Shares of Convertible Preferred Stock, the holders of which have elected to participate in such remarketing pursuant to Section 5.02(e) below over a period of five consecutive Business Days (each such period, an “Optional Remarketing Period”) selected by the Company that falls during the Optional Remarketing Window. (ii) The Company shall notify the Purchase Contract Agent and the Custodial Agent and request that the Depositary notify the Depositary Participants holding Corporate Units, Treasury Units and Separate Shares of Convertible Preferred Stock of the Company’s election to conduct an Optional Remarketing no later than fifteen (15) calendar days prior to the thirteenth first day of an Optional Remarketing Period. (iii) If the Company elects to conduct an Optional Remarketing, by 11:00 a.m. (New York City time) on the Business Day immediately preceding the first day of an Optional Remarketing Period, the Purchase Contract Agent shall notify the Remarketing Agent(s) in writing of the aggregate number of shares of Convertible Preferred Stock Purchase Date but no earlier than underlying the sixteenth Business Day immediately preceding Pledged Applicable Ownership Interests in Convertible Preferred Stock that are a part of the Stock Purchase DateCorporate Units to be remarketed, Holders and the Custodial Agent shall notify in writing the Remarketing Agent(s) of the aggregate number of Separate Notes may elect Shares of Convertible Preferred Stock (if any) to have their Separate Notes be remarketed by delivering their Separate Notespursuant to Section 5.02(e) below. Pursuant to, together with a notice and subject to the terms of, the Remarketing Agreement, upon receipt of such election, substantially in notices from the form of Exhibit C to the Pledge Agreement, to Purchase Contract Agent and the Custodial Agent. On , the eleventh Business Day immediately prior Remarketing Agent(s) will use its reasonable best efforts to remarket such shares of Convertible Preferred Stock at the applicable Remarketing Price or more. (iv) If the Remarketing Agent(s) is able to remarket such Convertible Preferred Stock for at least the applicable Remarketing Price in any Optional Remarketing in accordance with the Remarketing Agreement (a “Successful Optional Remarketing”), the Collateral Agent shall cause the Securities Intermediary, upon receipt of written instructions from the Company, to transfer to the Remarketing Agent(s) the remarketed Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Convertible Preferred Stock upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Convertible Preferred Stock, and the Custodial Agent shall transfer the remarketed Separate Shares of Convertible Preferred Stock to the Remarketing Agent(s) upon confirmation of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Shares of Convertible Preferred Stock. Settlement shall occur on the Optional Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds attributable to the remarketed Convertible Preferred Stock underlying the Pledged Applicable Ownership Interest in Convertible Preferred Stock, the Collateral Agent shall, upon receipt of written instructions from the Company, (A) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase DatePrice to purchase the Treasury Portfolio from the Quotation Agent (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Treasury Portfolio to be determined by the Remarketing Agent(s)), by 10:00 a.m.(B) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, New York City timeand (C) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Optional Remarketing Settlement Date to the Holders whose Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Convertible Preferred Stock were remarketed pro rata in accordance with their respective interests. With respect to any Separate Shares of Convertible Preferred Stock remarketed, the Custodial Agent shall notify remit such proceeds of the Successful Optional Remarketing received from the Remarketing Agent of the aggregate principal amount Agent(s) to Holders of such Separate Notes Shares of Convertible Preferred Stock on the Optional Remarketing Settlement Date. (v) Following the occurrence of a Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (will be substituted as Collateral for the Pledged Applicable Ownership Interests in Convertible Preferred Stock and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Convertible Preferred Stock, subject to the Pledge thereof. Any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Convertible Preferred Stock shall thereupon be deemed to be remarketeda reference to such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Applicable Ownership Interests in Convertible Preferred Stock as Collateral. (vi) If, in spite of its reasonable best efforts, the Remarketing Agent(s) cannot remarket the Convertible Preferred Stock as set forth above during the Optional Remarketing Period at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have been unsuccessful (an “Unsuccessful Optional Remarketing”). Promptly after receipt of written notice from the Company of an Unsuccessful Optional Remarketing, the Custodial Agent will hold such return Separate Notes in an account separate from the Collateral Account. A Holder Shares of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice Convertible Preferred Stock to the Custodial Agent, substantially in appropriate Holders. (vii) If the form of Exhibit D Company elects to remarket the Pledge Agreement, Convertible Preferred Stock during the Optional Remarketing Period and a Successful Optional Remarketing has not occurred on or prior to the thirteenth last day of the Optional Remarketing Period, the Company shall cause a notice of the Unsuccessful Optional Remarketing to be published before the open of business on the Business Day immediately preceding following the Stock Purchase Datelast date of the Optional Remarketing Period. This notice shall be validly published by making a timely release to any appropriate news agency, upon which including, without limitation, Bloomberg Business News and the Dow ▇▇▇▇▇ News Service. The Company shall similarly cause a notice of a Successful Optional Remarketing to be published before the Custodial Agent will return such Separate Notes to such Holder. (b) On open of business on the tenth Business Day immediately preceding following the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none date of such Holder's Separate Notes shall be included in the Successful Optional Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate Notes.

Optional Remarketing. (ai) On or prior Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the thirteenth terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(d), over a period of one or more days selected by the Company that begins on or after the second Business Day immediately preceding the Stock Interest Payment Date immediately prior to the Purchase Contract Settlement Date but and ends any time on or before the eighth calendar day immediately preceding the first day of the Final Remarketing Period (such period, the “Optional Remarketing Period”); provided that, notwithstanding anything to the contrary herein, the Company may only elect to conduct an Optional Remarketing if it is not then deferring interest on the Notes. (ii) The Company shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no earlier later than five Business Days prior to the sixteenth first day of the Optional Remarketing Period, and the Company shall provide a copy of such request to the Purchase Contract Agent, Collateral Agent and Custodial Agent. (iii) If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 4:00 p.m. (New York City time) on the Business Day immediately preceding the Stock first day of the related Optional Remarketing Period, the Purchase DateContract Agent shall notify the Remarketing Agent(s) in writing of the aggregate principal amount of Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed, Holders and the Custodial Agent shall notify in writing the Remarketing Agent(s) of the aggregate principal amount of Separate Notes may elect (if any) to have their be remarketed pursuant to Section 5.02(d). Pursuant to the Remarketing Agreement, upon receipt of such notices from the Purchase Contract Agent and the Custodial Agent, the Remarketing Agent(s) will use its commercially reasonable efforts to remarket such Notes at the applicable Remarketing Price. (iv) [Reserved] (v) [Reserved] (vi) If the Remarketing Agent(s) is able to remarket the Notes being remarketed for at least the applicable Remarketing Price in any Optional Remarketing in accordance with the Remarketing Agreement (a “Successful Optional Remarketing”), the Collateral Agent shall cause the Securities Intermediary to Transfer to the Remarketing Agent(s) the remarketed Notes underlying the Pledged Applicable Ownership Interests in Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Notes underlying the Pledged Applicable Ownership Interests in Notes, and the Custodial Agent shall Transfer the remarketed Separate Notes to the Remarketing Agent(s) upon confirmation of deposit to the account established by the Custodial Agent for the purpose of receiving such proceeds (the “Separate Notes Account”) of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Notes. Settlement shall occur on the Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds attributable to the remarketed Notes underlying the Pledged Applicable Ownership Interest in Notes, the Collateral Agent shall (A) unless the Treasury Portfolio shall consist of Cash, (x) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the dealer identified by delivering the Quotation Agent pursuant to the definition of “Treasury Portfolio Purchase Price” (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Treasury Portfolio to be determined by the Remarketing Agent(s), who shall provide such information to the Collateral Agent and the Quotation Agent, who will then determine, and notify the Collateral Agent of, the Treasury Portfolio Purchase Price) and (y) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, (B) if the Treasury Portfolio shall consist of Cash, credit to the Collateral Account Cash in an amount equal to the Treasury Portfolio Purchase Price and (C) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Remarketing Settlement Date to such Holders pro rata in accordance with their interests. With respect to any Separate Notes remarketed, upon receipt of proceeds of such Successful Optional Remarketing attributable to the remarketed Separate Notes, together with a notice the Custodial Agent shall remit the proceeds of such election, substantially Separate Notes sold in the Successful Optional Remarketing received from the Remarketing Agent(s) pro rata to the holders of such Separate Notes on the Remarketing Settlement Date in accordance with the instructions provided in the form of Exhibit C K. (vii) If there is a Successful Optional Remarketing, the Company shall cause a notice of the Successful Optional Remarketing to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 be published no later than 9:00 a.m., New York City time, on the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding following the Stock Purchase Date, upon which notice the Custodial Agent will return such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate Notes.Optional

Optional Remarketing. (ai) On or prior Unless a Termination Event has occurred, the Corporation may elect, at its option, to engage the Remarketing Agent(s), pursuant to the thirteenth terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(d), over a period of one or more days selected by the Corporation that begins on or after the second Business Day immediately preceding the Stock Interest Payment Date immediately prior to the Purchase Contract Settlement Date but and ends any time on or before the eighth calendar day immediately preceding the first day of the Final Remarketing Period (such period, the “Optional Remarketing Period”). (ii) The Corporation shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Notes of the Corporation’s election to conduct an Optional Remarketing no earlier later than five Business Days prior to the sixteenth first day of the Optional Remarketing Period, and the Corporation shall provide a copy of such request to the Purchase Contract Agent, Indenture Trustees, Collateral Agent and Custodial Agent. (iii) If the Corporation elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 4:00 p.m. (New York City time) on the Business Day immediately preceding the Stock first day of the related Optional Remarketing Period, the Corporation shall notify the Purchase DateContract Agent and the Custodial Agent in writing and the Purchase Contract Agent shall notify the Remarketing Agent(s) in writing of the aggregate principal amount of Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed, Holders and the Custodial Agent shall notify in writing the Remarketing Agent(s) of the aggregate principal amount of Separate Notes may elect (if any) to have their be remarketed pursuant to Section 5.02(d). Pursuant to the Remarketing Agreement, upon receipt of such notices from the Purchase Contract Agent and the Custodial Agent, the Remarketing Agent(s) will use its commercially reasonable efforts to remarket such Notes for at least the applicable Remarketing Price. The Corporation shall use commercially reasonable efforts to give the U.S. Indenture Trustee at least a five (5) Business Days advance notice of the expected Remarketing Date in connection with such Optional Remarketing. (iv) [Reserved.] (v) [Reserved.] (vi) If the Remarketing Agent(s) is able to remarket the Notes being remarketed for at least the applicable Remarketing Price in any Optional Remarketing in accordance with the Remarketing Agreement (a “Successful Optional Remarketing”), the Corporation shall notify the Collateral Agent and the Custodial Agent thereof and upon receipt of such notice, the Collateral Agent shall cause the Securities Intermediary to Transfer to the Remarketing Agent(s) the remarketed Notes underlying the Pledged Applicable Ownership Interests in Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Notes underlying the Pledged Applicable Ownership Interests in Notes, and the Custodial Agent shall Transfer the remarketed Separate Notes to the Remarketing Agent(s) upon confirmation of deposit to the account established by the Custodial Agent for the purpose of receiving such proceeds (the “Separate Notes Account”) of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Notes. Settlement shall occur on the Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds attributable to the remarketed Notes underlying the Pledged Applicable Ownership Interest in Notes, the Collateral Agent shall (A) unless the Treasury Portfolio shall consist of Cash, (x) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the dealer identified by delivering their the Quotation Agent pursuant to the definition of “Treasury Portfolio Purchase Price” (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Treasury Portfolio to be determined by the Remarketing Agent(s), who shall provide such information to the Collateral Agent and the Quotation Agent, who will then determine, and notify the Collateral Agent of, the Treasury Portfolio Purchase Price) and (y) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, (B) if the Treasury Portfolio shall consist of Cash, credit to the Collateral Account Cash in an amount equal to the Treasury Portfolio Purchase Price and (C) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall promptly make such payment to such Holders as of the Remarketing Settlement Date or such other date as complies with the Applicable Procedures and the requirements of any securities exchange on which the Units are listed, pro rata in accordance with such Holders’ interests. With respect to any Separate Notes remarketed, upon receipt of proceeds of such Successful Optional Remarketing attributable to the remarketed Separate Notes, together with a notice the Custodial Agent shall remit the proceeds of such election, substantially Separate Notes sold in the Successful Optional Remarketing received from the Remarketing Agent(s) pro rata to the holders of such Separate Notes on the Remarketing Settlement Date in accordance with the instructions by such holders provided in the form of Exhibit C K. (vii) If there is a Successful Optional Remarketing, the Corporation shall cause a notice of the Successful Optional Remarketing to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 be published no later than 9:00 a.m., New York City time, on the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding following the Stock Purchase Optional Remarketing Date, upon which . This notice shall include the Custodial Agent will return Reset Rate. This notice shall be validly published by a timely press release to an appropriate Canadian and U.S. news agency and by furnishing such Separate Notes to information with the Securities and Exchange Commission in a Form 6-K and filing such Holderinformation with Canadian Securities Regulators on SEDAR. (bviii) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon Following the occurrence of a Last Failed Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of such term) will be substituted as Collateral for the Pledged Applicable Ownership Interests in Notes and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligations of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Notes and the underlying Notes, subject to the Pledge thereof. Unless the context otherwise requires, any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Notes shall thereupon be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term). The Corporation 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 defined in clause (i) of such term) for the Pledged Applicable Ownership Interests in Notes as Collateral. (ix) Following a Successful Optional Remarketing, the Remarketing Agent(s) shall remit (1) the proceeds attributable to the remarketed Notes underlying the Pledged Applicable Ownership Interest in Notes to the Collateral Agent will promptly return such and (2) the proceeds attributable to the remarketed Separate Notes to the Custodial Agent for redelivery the benefit of the Holders of Separate Notes that had their Notes remarketed. (x) If, in spite of its commercially reasonable efforts, the Remarketing Agent(s) cannot remarket the Notes as set forth above during the Optional Remarketing Period at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have failed (a “Failed Optional Remarketing”). Promptly after a Failed Optional Remarketing and receipt of notice thereof from the Corporation, the Custodial Agent will return Separate Notes that were to be subject to such Optional Remarketing to the appropriate holders pursuant to the instructions provided by the appropriate holders in the form of Exhibit K. (xi) If the Corporation elects to remarket the Notes during the Optional Remarketing Period and a Successful Optional Remarketing has not occurred on or prior to the eighth calendar day prior to the first day of the Final Remarketing Period, the Corporation shall cause notice of the Failed Optional Remarketing to be provided to the Custodial Agent, the Collateral Agent and the Purchase Contract Agent and to be published no later than 9:00 a.m., New York City time, on the Business Day immediately following the last date of the Optional Remarketing Period. Any such notice shall be validly published by a timely press release to an appropriate Canadian and U.S. news agency and by furnishing such information with the Securities and Exchange Commission in a Form 6-K and filing such information with Canadian Securities Regulators on SEDAR. (xii) The Corporation will pay the Remarketing Fee in connection with any Successful Optional Remarketing. Holders whose Notes are part of a Successful Optional Remarketing will not be responsible for payment of the Remarketing Fee. (xiii) At any time and from time to time during any Optional Remarketing Period, prior to the announcement of a Successful Optional Remarketing, the Corporation has the right to postpone such Separate NotesOptional Remarketing in the Corporation’s sole and absolute discretion.

Optional Remarketing. (ai) On Unless a Termination Event or a Special Event Redemption has occurred, the Company may elect, at its option, to, on one or more occasions as specified here, engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(d), over a period of five sequential Business Days selected by the Company (any such five-Business Day period, an “Optional Remarketing Period”) that falls during the Optional Remarketing Window. (ii) The Company shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no later than fifteen calendar days prior to the thirteenth first day of any Optional Remarketing Period, and the Company shall provide a copy of such request to the Purchase Contract Agent, Collateral Agent and Custodial Agent. (iii) If the Company elects to conduct an Optional Remarketing, by 4:00 p.m. (New York City time) on the Business Day immediately preceding the Stock Purchase Date but no earlier than first day of the sixteenth Business Day immediately preceding the Stock Purchase Date, Holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 a.m., New York City timerelated Optional Remarketing Period, the Custodial Purchase Contract Agent shall notify the Remarketing Agent Agent(s) in writing of the aggregate principal amount of such Separate Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed. The , and the Custodial Agent will hold such Separate Notes shall notify in an account separate from writing the Collateral Account. A Holder Remarketing Agent(s) of the aggregate principal amount of Separate Notes electing (if any) to have its Separate Notes be remarketed will also have pursuant to Section 5.02(d). Pursuant to the right to withdraw Remarketing Agreement, upon receipt of such election by written notice to notices from the Purchase Contract Agent and the Custodial Agent, substantially in the form of Exhibit D Remarketing Agent(s) will use its commercially reasonable efforts to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will return remarket such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the applicable Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate NotesPrice.

Optional Remarketing. (a) On or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Date, Holders holders of Separate Notes may elect to have their Separate Notes remarketed by delivering Transferring their Separate Notes, together with Notes and delivering a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Collateral Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 a.m., New York City time, the Custodial Collateral Agent shall notify the Remarketing Agent of the aggregate principal amount number of such Separate Notes to be remarketed. The Custodial Collateral Agent will hold such Separate Notes in an account separate from the Collateral Account. A Holder holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Collateral Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Collateral Agent will return such Separate Notes to such Holderholder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Collateral Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Collateral Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holderholder's Separate Notes shall be included in the Remarketing. Once the Holder holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Collateral Agent for redelivery to such Holders holders of such Separate Notes.

Optional Remarketing. (ai) On Unless (1) a Termination Event has occurred, or (2) a Special Event Redemption has occurred, the Company may engage the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, to remarket the aggregate Debentures underlying the aggregate Applicable Ownership Interests in Debentures that are components of Corporate Units, along with any Separate Debentures, the holders of which have elected to participate in such remarketing pursuant to the Indenture, as supplemented by the Supplemental Indenture and clause (d) below, on any date or dates selected by the Company during an Optional Remarketing Period (each such date, an “Optional Remarketing Date”). (i) If the Company elects to conduct one or more Optional Remarketings during an Optional Remarketing Period, (1) any Holder of Corporate Units who has not satisfied the requirements to effect an Early Settlement in accordance with Section 5.08 below prior to the thirteenth Business Day immediately preceding the Stock Purchase Date but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Date, Holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh second Business Day immediately prior to the Stock Purchase first day of such Optional Remarketing Period shall not be permitted to effect an Early Settlement from and including such second Business Day immediately prior to the first day of such Optional Remarketing Period to and including the third Business Day immediately following the last day of such Optional Remarketing Period and (2) any Holder of Corporate Units or Treasury Units that has not otherwise satisfied the requirements to effect a Collateral Substitution in accordance with Sections 3.13 and 3.14 above to create Treasury Units or recreate Corporate Units, as applicable, shall not be permitted to effect a Collateral Substitution from and including such second Business Day immediately prior to the first day of such Optional Remarketing Period to and including the third Business Day immediately following the last day of such Optional Remarketing Period. (ii) If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 10:00 a.m., 11:00 a.m. (New York City time) on the Business Day immediately preceding the first day of the related Optional Remarketing Period, the Custodial Purchase Contract Agent shall notify in writing the Remarketing Agent of the aggregate principal amount of such Separate Notes Debentures underlying the Pledged Applicable Ownership Interests in Debentures that are a part of the Corporate Units to be remarketed. The , and the Custodial Agent will hold shall notify in writing the Remarketing Agent of the aggregate principal amount of Separate Debentures (if any) to be remarketed pursuant to clause (c)(ii) of Section 5.03 below. Pursuant to the Remarketing Agreement, upon receipt of such Separate Notes in an account separate notices from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to Purchase Contract Agent and the Custodial Agent, substantially the Remarketing Agent will on each Optional Remarketing Date use its reasonable efforts to remarket such Debentures at the applicable Remarketing Price. If the Remarketing Agent is able to remarket such Debentures for at least such Remarketing Price (a “Successful Optional Remarketing”), the Collateral Agent shall cause the Securities Intermediary to transfer to the Remarketing Agent the remarketed Debentures underlying the Pledged Applicable Ownership Interests in Debentures upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Debentures, and the Custodial Agent shall transfer the remarketed Separate Debentures to the Remarketing Agent upon confirmation of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Debentures. Settlement shall occur on the Remarketing Settlement Date. Upon deposit in the form Collateral Account of Exhibit D such proceeds, the Collateral Agent shall (1) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the Quotation Agent, (2) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, and (3) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Remarketing Settlement Date to the Holders pro rata in accordance with their respective interests. With respect to any Separate Debentures remarketed, the Custodial Agent shall remit such proceeds of the Successful Optional Remarketing received from the Remarketing Agent to Holders of such Separate Debentures. (iii) Following the occurrence of a Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of such term) will be substituted as Collateral for the Pledged Applicable Ownership Interests in Debentures and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Debentures, subject to the Pledge Agreement, on thereof. Any reference in this Agreement or prior the Certificates to the thirteenth Business Day immediately preceding Pledged Applicable Ownership Interests in Debentures shall thereupon be deemed to be a reference to such Applicable Ownership Interests in the Stock Purchase DateTreasury Portfolio (as defined in clause (i) of such term). 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 defined in clause (i) of such term) for the Pledged Applicable Ownership Interests in Debentures as Collateral. (iv) If, upon which notice in spite of its reasonable efforts, the Remarketing Agent cannot remarket the Debentures as set forth above in any Optional Remarketing (other than to the Company) at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have failed (a “Failed Optional Remarketing”). Promptly after all Failed Optional Remarketings in any Optional Remarketing Period, the Custodial Agent will return such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver Debentures to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate Notesappropriate Holders.

Optional Remarketing. (ai) On Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(d), over a period of one or more days selected by the Company that fall during the Optional Remarketing Period; provided that the Company may only elect to conduct an Optional Remarketing if it is not then deferring interest on the Notes. (ii) The Company shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no later than fifteen (15) days prior to the thirteenth first day of the Optional Remarketing Period, and the Company shall provide a copy of such request to the Purchase Contract Agent, Collateral Agent and Custodial Agent. (iii) If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 4:00 p.m. (New York City time) on the Business Day immediately preceding the Stock first day of the related Optional Remarketing Period, the Purchase Contract Agent shall notify the Remarketing Agent(s) in writing of the aggregate principal amount of Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed, and the Custodial Agent shall notify in writing the Remarketing Agent(s) of the aggregate principal amount of Separate Notes (if any) to be remarketed pursuant to Section 5.02(d). Pursuant to the Remarketing Agreement, upon receipt of such notices from the Purchase Contract Agent and the Custodial Agent, the Remarketing Agent(s) will use its commercially reasonable efforts to remarket such Notes for each tranche at the applicable Remarketing Price. (iv) The Optional Remarketing Date but no earlier than shall be the sixteenth Business Day immediately preceding same for each tranche of Notes and the Stock Purchase Datesettlement of each tranche shall be conditioned on the others. (v) If the Company shall have elected pursuant to Section 7.05 of the Supplemental Indenture to divide the Notes into separate tranches in connection with a Successful Optional Remarketing, the Company shall allocate the Notes of Holders of Separate Notes may elect that have elected not to participate in the Optional Remarketing between or among such tranches such that no tranche of remarketed Notes immediately after the Optional Remarketing Settlement Date shall have their an aggregate principal amount of less than $400 million. (vi) If the Remarketing Agent(s) is able to remarket such Notes for at least the applicable Remarketing Price in any Optional Remarketing in accordance with the Remarketing Agreement (a “Successful Optional Remarketing”), the Collateral Agent shall cause the Securities Intermediary to Transfer to the Remarketing Agent(s) the remarketed Notes underlying the Pledged Applicable Ownership Interests in Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Notes underlying the Pledged Applicable Ownership Interests in Notes, and the Custodial Agent shall Transfer the remarketed Separate Notes to the Remarketing Agent(s) upon confirmation of deposit to the account established by the Custodial Agent for the purpose of receiving such proceeds (the “Separate Notes Account”) of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Notes. Settlement shall occur on the Optional Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds attributable to the remarketed Notes underlying the Pledged Applicable Ownership Interest in Notes, the Collateral Agent shall (A) unless the Treasury Portfolio shall consist of Cash, (x) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the Quotation Agent (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Treasury Portfolio to be determined by delivering the Remarketing Agent(s), who shall provide such information and the amount of the Treasury Portfolio Purchase Price to the Collateral Agent) and (y) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, (B) if the Treasury Portfolio shall consist of Cash, credit to the Collateral Account Cash in an amount equal to the Treasury Portfolio Purchase Price, (C) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Optional Remarketing Settlement Date to the Holders pro rata in accordance with their interests. With respect to any Separate Notes remarketed, upon receipt of proceeds of such Successful Optional Remarketing attributable to the remarketed Separate Notes, together with a notice the Custodial Agent shall remit the proceeds of such election, substantially Separate Notes sold in the Successful Optional Remarketing received from the Remarketing Agent(s) pro rata to the Holders of such Separate Notes on the Optional Remarketing Settlement Date in accordance with the instructions provided in the form of Exhibit C K. (vii) If there is a Successful Optional Remarketing, the Company shall cause a notice of the Successful Optional Remarketing to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 be published no later than 9:00 a.m., New York City time, on the Custodial Agent Business Day immediately following the Successful Optional Remarketing. This notice shall notify include the Remarketing Agent Reset Rate with respect to each tranche of Notes and, in the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A Holder event any Holders of Separate Notes electing shall not have elected to have its their Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will return such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing, how the Company will allocate the Notes of such Holders between the tranches. Once This notice shall be validly published by making a timely release to any appropriate news agency, including Bloomberg Business News and the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(dDow ▇▇▇▇▇ News Service. (viii) of the Pledge Agreement, upon Following the occurrence of a Last Failed Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of such term) will be substituted as Collateral for the Pledged Applicable Ownership Interests in Notes and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Notes and the underlying Notes, subject to the Pledge thereof. Any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Notes shall thereupon be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term). 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 defined in clause (i) of such term) for the Pledged Applicable Ownership Interests in Notes as Collateral. (ix) Following a Successful Optional Remarketing, the Remarketing Agent(s) shall remit (1) the proceeds attributable to the remarketed Notes underlying the Pledged Applicable Ownership Interest in Notes to the Collateral Agent will promptly return such and (2) the proceeds attributable to the remarketed Separate Notes to the Custodial Agent for redelivery to such the benefit of the Holders of Separate Notes that had their Notes remarketed. (x) If, in spite of its commercially reasonable efforts, the Remarketing Agent(s) cannot remarket the Notes as set forth above during the Optional Remarketing Period at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have failed (a “Failed Optional Remarketing”). Promptly after a Failed Optional Remarketing and receipt of notice thereof from the Company, the Custodial Agent will return Separate Notes to the appropriate Holders pursuant to the instructions provided in the form of Exhibit K. (xi) If the Company elects to remarket the Notes during the Optional Remarketing Period and a Successful Optional Remarketing has not occurred on or prior to the last day of the Optional Remarketing Period, the Company shall cause notice of the Failed Optional Remarketing to be provided to the Custodial Agent, the Collateral Agent and the Purchase Contract Agent and to be published no later than 9:00 a.m., New York City time, on the Business Day immediately following the last date of the Optional Remarketing Period. If the Company elects to remarket the Notes during the Optional Remarketing Period and a Successful Optional Remarketing does occur at any time during the Optional Remarketing Period, the Company shall cause a notice of the Successful Optional Remarketing to be provided to the Custodial Agent, the Collateral Agent and the Purchase Contract Agent and to be published no later than 9:00 a.m., New York City time, on the Business Day immediately following the date of the Successful Optional Remarketing. Any such Separate Notesnotice shall be validly published by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service. (xii) The Company will pay the Remarketing Fee in connection with any Successful Optional Remarketing. Holders whose Notes are part of a Successful Optional Remarketing will not be responsible for payment of the Remarketing Fee. (xiii) During any Optional Remarketing Period, prior to the announcement of a Successful Optional Remarketing, the Company has the right to postpone any Remarketing in the Company’s sole and absolute discretion.

Optional Remarketing. (ai) On or prior Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the thirteenth terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and ‎Section 5.02(d), over a period of one or more days selected by the Company that begins on or after the second Business Day immediately preceding the Stock Purchase Interest Payment Date but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Date, Holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase DateContract Settlement Date and ends any time on or before the eighth calendar day immediately preceding the first day of the Final Remarketing Period (such period selected by the Company, the “Optional Remarketing Period”). (ii) The Company shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no later than five Business Days prior to the date the Company begins the Optional Remarketing, and the Company shall provide a copy of such request to the Purchase Contract Agent, Collateral Agent and Custodial Agent. In such notice, the Company shall set forth the dates of such Optional Remarketing, the applicable procedures for holders of Separate Notes to participate in the Optional Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units, the applicable procedures for Holders of Treasury Units to recreate Corporate Units, the applicable procedures for Holders of Corporate Units to effect Early Settlement with respect to their Purchase Contracts and any other applicable procedures, and any elections the Company has made in connection with such Optional Remarketing. (iii) If the Company elects to conduct an Optional Remarketing, by 10:00 a.m.4:00 p.m., New York City time, on the Custodial Business Day immediately preceding the first day of the related Optional Remarketing Period, the Purchase Contract Agent shall notify the Remarketing Agent Agent(s) in writing of the aggregate principal amount of such Separate Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed. The , and the Custodial Agent will hold such Separate Notes shall notify in an account separate from writing the Collateral Account. A Holder Remarketing Agent(s) of the aggregate principal amount of Separate Notes electing (if any) to have its Separate Notes be remarketed will also have pursuant to ‎Section 5.02(d). Pursuant to the right to withdraw Remarketing Agreement, upon receipt of such election by written notice to notices from the Purchase Contract Agent and the Custodial Agent, substantially in the form of Exhibit D Remarketing Agent(s) will use its commercially reasonable efforts to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will return remarket such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the applicable Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate NotesPrice.

Optional Remarketing. (ai) On or prior Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the thirteenth terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(d), over a period of one or more days selected by the Company that begins on or after the second Business Day immediately preceding the Stock Interest Payment Date immediately prior to the Purchase Contract Settlement Date but and ends any time on or before the eighth calendar day immediately preceding the first day of the Final Remarketing Period (such period, the “Optional Remarketing Period”); provided that, notwithstanding anything to the contrary herein, the Company may only elect to conduct an Optional Remarketing if it is not then deferring interest on the Notes. (ii) The Company shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no earlier later than five Business Days prior to the sixteenth first day of the Optional Remarketing Period, and the Company shall provide a copy of such request to the Purchase Contract Agent, Collateral Agent and Custodial Agent. (iii) If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 4:00 p.m. (New York City time) on the Business Day immediately preceding the Stock Purchase Date, Holders first day of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 a.m., New York City timerelated Optional Remarketing Period, the Custodial Purchase Contract Agent shall notify the Remarketing Agent Agent(s) in writing of the aggregate principal amount of such Separate Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed. The , and the Custodial Agent will hold such Separate Notes shall notify in an account separate from writing the Collateral Account. A Holder Remarketing Agent(s) of the aggregate principal amount of Separate Notes electing (if any) to have its Separate Notes be remarketed will also have pursuant to Section 5.02(d). Pursuant to the right to withdraw Remarketing Agreement, upon receipt of such election by written notice to notices from the Purchase Contract Agent and the Custodial Agent, substantially in the form of Exhibit D Remarketing Agent(s) will use its commercially reasonable efforts to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will return remarket such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the applicable Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate NotesPrice.

Optional Remarketing. (ai) On Unless a Termination Event or a Trigger Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(f) below over a period of five consecutive Business Days (each such period, an “Optional Remarketing Period”) selected by the Company that falls during the Optional Remarketing Window; provided that the Company may only elect to conduct an Optional Remarketing if the Company is not then deferring interest on the Notes. (ii) The Company shall notify the Purchase Contract Agent and request that the Depositary notify the Depositary Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no later than fifteen (15) calendar days prior to the thirteenth first day of an Optional Remarketing Period. (iii) If the Company elects to conduct an Optional Remarketing, by 11:00 a.m. (New York City time) on the Business Day immediately preceding the Stock first day of an Optional Remarketing Period, the Purchase Date but no earlier than Contract Agent shall notify the sixteenth Business Day immediately preceding Remarketing Agent(s) in writing of the Stock Purchase Dateaggregate principal amount of Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed, Holders and the Custodial Agent shall notify in writing the Remarketing Agent(s) of the aggregate principal amount of Separate Notes (if any) to be remarketed pursuant to Section 5.02(f) below. Pursuant to, and subject to the terms of, the Remarketing Agreement, upon receipt of such notices from the Purchase Contract Agent and the Custodial Agent, the Remarketing Agent(s) will use its reasonable best efforts to remarket such Notes at the applicable Remarketing Price. (iv) If the Remarketing Agent(s) is able to remarket such Notes for at least the applicable Remarketing Price in any Optional Remarketing in accordance with the Remarketing Agreement (a “Successful Optional Remarketing”), the Collateral Agent shall cause the Securities Intermediary, upon receipt of instructions from the Company, to transfer to the Remarketing Agent(s) the remarketed Notes underlying the Pledged Applicable Ownership Interests in Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Notes, and the Custodial Agent shall transfer the remarketed Separate Notes to the Remarketing Agent(s) upon confirmation of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Notes. Settlement shall occur on the Optional Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds attributable to the remarketed Notes underlying the Pledged Applicable Ownership Interest in Notes, the Collateral Agent shall, upon receipt of instructions from the Company, (A) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the Quotation Agent (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Treasury Portfolio to be determined by the Remarketing Agent(s)), (B) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, and (C) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Optional Remarketing Settlement Date to the Holders whose Notes underlying the Pledged Applicable Ownership Interests in Notes were remarketed pro rata in accordance with their respective interests. With respect to any Separate Notes remarketed, the Custodial Agent shall remit such proceeds of the Successful Optional Remarketing received from the Remarketing Agent(s) to Holders of such Separate Notes on the Optional Remarketing Settlement Date. (v) Following the occurrence of a Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of such term) will be substituted as Collateral for the Pledged Applicable Ownership Interests in Notes and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Notes, subject to the Pledge thereof. Any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Notes shall thereupon be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term). The Company may elect 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 defined in clause (i) of such term) for the Pledged Applicable Ownership Interests in Notes as Collateral. (vi) If, in spite of its reasonable best efforts, the Remarketing Agent(s) cannot remarket the Notes as set forth above during the Optional Remarketing Period at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have their failed (a “Failed Optional Remarketing”). Promptly after a Failed Optional Remarketing, the Custodial Agent will return Separate Notes remarketed by delivering their Separate Notesto the appropriate Holders. (vii) If the Company elects to remarket the Notes during the Optional Remarketing Period and a Successful Optional Remarketing has not occurred on or prior to the last day of the Optional Remarketing Period, together with the Company shall cause a notice of such election, substantially in the form of Exhibit C Failed Optional Remarketing to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 be published before 9:00 a.m., New York City time, on the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding following the Stock Purchase Date, upon which notice the Custodial Agent will return such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction last date of the Optional Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such datePeriod. If the Holder of the Separate Notes delivers only such This notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in validly published by making a timely release to any appropriate news agency, including, without limitation, Bloomberg Business News and the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate NotesDow J▇▇▇▇ News Service.

Optional Remarketing. (ai) On Unless a Termination Event has occurred, the Company may elect, at its option, to, on one or more occasions as specified herein, engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to remarket the aggregate number of shares of Convertible Preferred Stock underlying the aggregate Applicable Ownership Interests in Convertible Preferred Stock that are components of Corporate Units, along with any Separate Shares of Convertible Preferred Stock, the holders of which have elected to participate in such Remarketing pursuant to Section 5.02(d) below over a period of five consecutive Business Days (each such period, an “ Optional Remarketing Period”) selected by the Company that falls during the Optional Remarketing Window. (ii) The Company shall issue a press release and notify the Purchase Contract Agent and the Custodial Agent in writing and request that the Depositary notify the Depositary Participants holding Corporate Units, Treasury Units and Separate Shares of Convertible Preferred Stock as to the dates and procedures to be followed in the Optional Remarketing no later than fifteen (15) calendar days prior to the thirteenth first day of an Optional Remarketing Period. (iii) If the Company elects to conduct an Optional Remarketing, by 11:00 a.m. (New York City time) on the Business Day immediately preceding the first day of an Optional Remarketing Period, the Purchase Contract Agent shall notify the Remarketing Agent(s) in writing of the aggregate number of shares of Convertible Preferred Stock Purchase Date but no earlier than underlying the sixteenth Business Day immediately preceding Pledged Applicable Ownership Interests in Convertible Preferred Stock that are a part of the Stock Purchase DateCorporate Units to be remarketed, Holders and the Custodial Agent shall notify in writing the Remarketing Agent(s) of the aggregate number of Separate Notes may elect Shares of Convertible Preferred Stock (if any) to have their Separate Notes be remarketed by delivering their Separate Notespursuant to Section 5.02(d) below. Pursuant to, together with a notice and subject to the terms of, the Remarketing Agreement, upon receipt of such election, substantially in notices from the form of Exhibit C to the Pledge Agreement, to Purchase Contract Agent and the Custodial Agent. On , the eleventh Business Day immediately prior Remarketing Agent(s) will use its reasonable best efforts to remarket such shares of Convertible Preferred Stock at the applicable Remarketing Price or more. (iv) If the Remarketing Agent(s) is able to remarket such Convertible Preferred Stock for at least the applicable Remarketing Price in any Optional Remarketing in accordance with the Remarketing Agreement (a “Successful Optional Remarketing”), the Collateral Agent shall cause the Securities Intermediary, upon receipt of written instructions from the Company, to transfer to the Remarketing Agent(s) the remarketed Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Convertible Preferred Stock upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Convertible Preferred Stock, and the Custodial Agent shall transfer the remarketed Separate Shares of Convertible Preferred Stock to the Remarketing Agent(s) upon confirmation of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Shares of Convertible Preferred Stock. Settlement shall occur on the Optional Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds attributable to the remarketed Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Convertible Preferred Stock, the Collateral Agent shall, upon receipt of written instructions from the Company, (A) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase DatePrice to purchase the Treasury Portfolio from the Quotation Agent (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Treasury Portfolio to be determined by the Remarketing Agent(s)), by 10:00 a.m.(B) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, New York City timeand (C) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Optional Remarketing Settlement Date to the Holders whose Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Convertible Preferred Stock were remarketed pro rata in accordance with their respective interests. With respect to any Separate Shares of Convertible Preferred Stock remarketed, upon receipt of proceeds of such Successful Optional Remarketing attributable to the remarketed Separate Shares of Convertible Preferred Stock, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount remit such proceeds of such Separate Notes Shares of Convertible Preferred Stock sold in the Successful Optional Remarketing received from the Remarketing Agent(s) to holders of such Separate Shares of Convertible Preferred Stock on the Optional Remarketing Settlement Date. (v) Following the occurrence of a Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio will be substituted as Collateral for the Pledged Applicable Ownership Interests in Convertible Preferred Stock and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such respective rights, obligations and security interests with respect to the Applicable Ownership Interests in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Convertible Preferred Stock, subject to the Pledge thereof. Any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Convertible Preferred Stock shall thereupon be deemed to be remarketeda reference to such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Applicable Ownership Interests in Convertible Preferred Stock as Collateral. (vi) If, in spite of its reasonable best efforts, the Remarketing Agent(s) cannot remarket the Convertible Preferred Stock as set forth above during the Optional Remarketing Period at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have been unsuccessful (an “Unsuccessful Optional Remarketing”). Promptly after receipt of written notice from the Company of an Unsuccessful Optional Remarketing, the Custodial Agent will hold such return Separate Notes in an account separate from the Collateral Account. A Holder Shares of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice Convertible Preferred Stock to the Custodial Agent, substantially in appropriate holders thereof. (vii) If the form of Exhibit D Company elects to remarket the Pledge Agreement, Convertible Preferred Stock during the Optional Remarketing Period and a Successful Optional Remarketing has not occurred on or prior to the thirteenth last day of the Optional Remarketing Period, the Company shall cause a notice of the Unsuccessful Optional Remarketing to be published before the open of business on the Business Day immediately preceding following the last date of the Optional Remarketing Period. This notice shall be validly published by making a timely release to any appropriate news agency, including, without limitation, Bloomberg Business News and the Dow ▇▇▇▇▇ News Service. The Company shall similarly cause a notice of a Successful Optional Remarketing to be published before the open of business on the Business Day immediately following the date of such Successful Optional Remarketing, and the Company shall request the Depositary to notify its participants holding Separate Shares of Convertible Preferred Stock, if any, of the modified terms established for the Convertible Preferred Stock Purchase Date, upon during the Optional Remarketing on the Business Day following the date on which notice the Custodial Agent will return such Separate Notes to such HolderConvertible Preferred Stock was successfully remarketed. (bviii) On The Company has the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction right to elect not to attempt or to postpone any Optional Remarketing that has not concluded in its absolute discretion on any day of the relevant Optional Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate NotesPeriod.

Optional Remarketing. (ai) On or prior Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the thirteenth terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(d), over a period of one or more days selected by the Company that begins on or after the second Business Day immediately preceding the Stock Interest Payment Date immediately prior to the Purchase Contract Settlement Date but and ends any time on or before the eighth calendar day immediately preceding the first day of the Final Remarketing Period (such period, the “Optional Remarketing Period”); provided that, notwithstanding anything to the contrary herein, the Company may only elect to conduct an Optional Remarketing if it is not then deferring interest on the Notes. (ii) The Company shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no earlier later than five Business Days prior to the sixteenth first day of the Optional Remarketing Period, and the Company shall provide a copy of such request to the Purchase Contract Agent, Collateral Agent and Custodial Agent. (iii) If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 4:00 p.m. (New York City time) on the Business Day immediately preceding the Stock first day of the related Optional Remarketing Period, the Company shall notify the Purchase DateContract Agent and the Custodial Agent in writing and the Purchase Contract Agent shall notify the Remarketing Agent(s) in writing of the aggregate principal amount of Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed, Holders and the Custodial Agent shall notify in writing the Remarketing Agent(s) of the aggregate principal amount of Separate Notes may elect (if any) to have their be remarketed pursuant to Section 5.02(d). Pursuant to the Remarketing Agreement, upon receipt of such notices from the Purchase Contract Agent and the Custodial Agent, the Remarketing Agent(s) will use its commercially reasonable efforts to remarket such Notes at the applicable Remarketing Price. (iv) [Reserved.] (v) [Reserved.] (vi) If the Remarketing Agent(s) is able to remarket the Notes being remarketed for at least the applicable Remarketing Price in any Optional Remarketing in accordance with the Remarketing Agreement (a “Successful Optional Remarketing”), the Company shall notify the Collateral Agent and the Custodial Agent thereof and upon receipt of such notice, the Collateral Agent shall cause the Securities Intermediary to Transfer to the Remarketing Agent(s) the remarketed Notes underlying the Pledged Applicable Ownership Interests in Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Notes underlying the Pledged Applicable Ownership Interests in Notes, and the Custodial Agent shall Transfer the remarketed Separate Notes to the Remarketing Agent(s) upon confirmation of deposit to the account established by the Custodial Agent for the purpose of receiving such proceeds (the “Separate Notes Account”) of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Notes. Settlement shall occur on the Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds attributable to the remarketed Notes underlying the Pledged Applicable Ownership Interest in Notes, the Collateral Agent shall (A) unless the Treasury Portfolio shall consist of Cash, (x) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the dealer identified by delivering the Quotation Agent pursuant to the definition of “Treasury Portfolio Purchase Price” (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Treasury Portfolio to be determined by the Remarketing Agent(s), who shall provide such information to the Collateral Agent and the Quotation Agent, who will then determine, and notify the Collateral Agent of, the Treasury Portfolio Purchase Price) and (y) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, (B) if the Treasury Portfolio shall consist of Cash, credit to the Collateral Account Cash in an amount equal to the Treasury Portfolio Purchase Price and (C) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Remarketing Settlement Date to such Holders pro rata in accordance with their interests. With respect to any Separate Notes remarketed, upon receipt of proceeds of such Successful Optional Remarketing attributable to the remarketed Separate Notes, together with a notice the Custodial Agent shall remit the proceeds of such election, substantially Separate Notes sold in the Successful Optional Remarketing received from the Remarketing Agent(s) pro rata to the holders of such Separate Notes on the Remarketing Settlement Date in accordance with the instructions by such holders provided in the form of Exhibit C K. (vii) If there is a Successful Optional Remarketing, the Company shall cause a notice of the Successful Optional Remarketing to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 be published no later than 9:00 a.m., New York City time, on the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding following the Stock Purchase Optional Remarketing Date. This notice shall include the Reset Rate. This notice shall be validly published by furnishing such information on Form 8-K or making a timely release to any appropriate news agency, upon which notice including Bloomberg Business News and the Custodial Agent will return such Separate Notes to such HolderDow J▇▇▇▇ News Service. (bviii) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon Following the occurrence of a Last Failed Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of such term) will be substituted as Collateral for the Pledged Applicable Ownership Interests in Notes and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligations of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Notes and the underlying Notes, subject to the Pledge thereof. Unless the context otherwise requires, any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Notes shall thereupon be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term). 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 defined in clause (i) of such term) for the Pledged Applicable Ownership Interests in Notes as Collateral. (ix) Following a Successful Optional Remarketing, the Remarketing Agent(s) shall remit (1) the proceeds attributable to the remarketed Notes underlying the Pledged Applicable Ownership Interest in Notes to the Collateral Agent will promptly return such and (2) the proceeds attributable to the remarketed Separate Notes to the Custodial Agent for redelivery the benefit of the Holders of Separate Notes that had their Notes remarketed. (x) If, in spite of its commercially reasonable efforts, the Remarketing Agent(s) cannot remarket the Notes as set forth above during the Optional Remarketing Period at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have failed (a “Failed Optional Remarketing”). Promptly after a Failed Optional Remarketing and receipt of notice thereof from the Company, the Custodial Agent will return Separate Notes that were to be subject to such Optional Remarketing to the appropriate holders pursuant to the instructions provided by the appropriate holders in the form of Exhibit K. (xi) If the Company elects to remarket the Notes during the Optional Remarketing Period and a Successful Optional Remarketing has not occurred on or prior to the eighth calendar day prior to the first day of the Final Remarketing Period, the Company shall cause notice of the Failed Optional Remarketing to be provided to the Custodial Agent, the Collateral Agent and the Purchase Contract Agent and to be published no later than 9:00 a.m., New York City time, on the Business Day immediately following the last date of the Optional Remarketing Period. Any such notice shall be validly published by furnishing such information on Form 8-K or making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow J▇▇▇▇ News Service. (xii) The Company will pay the Remarketing Fee in connection with any Successful Optional Remarketing. Holders whose Notes are part of a Successful Optional Remarketing will not be responsible for payment of the Remarketing Fee. (xiii) At any time and from time to time during any Optional Remarketing Period, prior to the announcement of a Successful Optional Remarketing, the Company has the right to postpone such Separate NotesOptional Remarketing in the Company’s sole and absolute discretion.

Optional Remarketing. (ai) On or prior Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the thirteenth terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes of either series, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(d), over a period of one or more days selected by the Company that begins on or after the second Business Day immediately preceding the Stock Purchase Interest Payment Date but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Date, Holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Contract Settlement Date and ends any time on or before the eighth calendar day prior to the beginning of the Final Remarketing Period (such period, the “Optional Remarketing Period”); provided that, notwithstanding anything to the contrary herein, the Company may only elect to conduct an Optional Remarketing if it is not then deferring interest on either series of the Notes. (ii) The Company shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no later than five Business Days prior to the first day of the Optional Remarketing Period, and the Company shall provide a copy of such request to the Purchase Contract Agent, the Collateral Agent and the Custodial Agent. (iii) If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 10:00 a.m.4:00 p.m., New York City time, on the Custodial Business Day immediately preceding the first day of the related Optional Remarketing Period, the Company shall notify the Purchase Contract Agent and the Collateral Agent in writing and, upon receipt of such notice, the Purchase Contract Agent shall notify the Remarketing Agent Agent(s) in writing of the aggregate principal amount of such Separate Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed. The , and the Custodial Agent will hold such Separate Notes shall notify in an account separate from writing the Collateral Account. A Holder Remarketing Agent(s) of the aggregate principal amount of Separate Notes electing of each series (if any) to have its Separate Notes be remarketed will also have pursuant to Section 5.02(d). Pursuant to the right to withdraw Remarketing Agreement, upon receipt of such election by written notice to notices from the Purchase Contract Agent and the Custodial Agent, substantially in the form of Exhibit D Remarketing Agent(s) will use its commercially reasonable efforts to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will return remarket such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the applicable Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate NotesPrice.

Optional Remarketing. (ai) On Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(c) below, into two tranches over a period of one or more days selected by the Company that fall during the Optional Remarketing Period; provided that the Company may only elect to conduct an Optional Remarketing if the Notes Issuer is not then deferring interest on the Notes. (ii) The Company shall request that the Depositary notify the Depositary Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no later than fifteen (15) days prior to the thirteenth first day of the Optional Remarketing Period. (iii) If the Company elects to conduct an Optional Remarketing, by 11:00 a.m. (New York City time) on the Business Day immediately preceding the Stock first day of the Optional Remarketing Period, the Purchase Contract Agent shall notify the Remarketing Agent(s) in writing of the aggregate principal amount of Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed, and the Custodial Agent shall notify in writing the Remarketing Agent(s) of the aggregate principal amount of Separate Notes (if any) to be remarketed pursuant to Section 5.02(e) below. Pursuant to the Remarketing Agreement, upon receipt of such notices from the Purchase Contract Agent and the Custodial Agent, the Remarketing Agent(s) will use its reasonable efforts to remarket such Notes for each tranche at the applicable Remarketing Price. (iv) The Optional Remarketing Date but no earlier than shall be the sixteenth same for both tranches of Notes and the settlements of both tranches shall be conditioned on each other. (v) On the Business Day immediately preceding following the Stock Purchase Optional Remarketing Date, the Company shall notify Holders of Separate Notes who decided not to participate in the Optional Remarketing how the Company allocated the Notes of such Holders between the two tranches. (vi) If the Remarketing Agent(s) is able to remarket such Notes for at least the applicable Remarketing Price in any Optional Remarketing in accordance with the Remarketing Agreement (a “Successful Optional Remarketing”), the Collateral Agent shall cause the Securities Intermediary to transfer to the Remarketing Agent(s) the remarketed Notes underlying the Pledged Applicable Ownership Interests in Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Notes, and the Custodial Agent shall transfer the remarketed Separate Notes to the Remarketing Agent(s) upon confirmation of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Notes. Settlement shall occur on the Optional Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds attributable to the remarketed Notes underlying the Pledged Applicable Ownership Interest in Notes, the Collateral Agent shall (A) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the Quotation Agent (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Treasury Portfolio to be determined by the Remarketing Agent(s)), (B) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, and (C) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Optional Remarketing Settlement Date to the Holders pro rata in accordance with their respective interests. With respect to any Separate Notes remarketed, the Custodial Agent shall remit such proceeds of the Successful Optional Remarketing received from the Remarketing Agent(s) to Holders of such Separate Notes. (vii) Following the occurrence of a Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of such term) will be substituted as Collateral for the Pledged Applicable Ownership Interests in Notes and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Notes, subject to the Pledge thereof. Any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Notes shall thereupon be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term). The Company may elect 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 defined in clause (i) of such term) for the Pledged Applicable Ownership Interests in Notes as Collateral. (viii) Following a Successful Optional Remarketing, the Remarketing Agent(s) shall purchase the Treasury Portfolio at the Treasury Portfolio Purchase Price, and deduct such price from the proceeds of the Optional Remarketing. The Remarketing Agent(s) shall then remit any remaining portion of such proceeds for the benefit of the Holders whose Notes were remarketed. (ix) If, in spite of its reasonable efforts, the Remarketing Agent(s) cannot remarket the Notes as set forth above during the Optional Remarketing Period at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have their failed (a “Failed Optional Remarketing”). Promptly after a Failed Optional Remarketing, the Custodial Agent will return Separate Notes remarketed by delivering their Separate Notesto the appropriate Holders. (x) If the Company elects to remarket the Notes during the Optional Remarketing Period and a Successful Optional Remarketing has not occurred on or prior to the last day of the Optional Remarketing Period, together with the Company shall cause a notice of such election, substantially in the form of Exhibit C Failed Optional Remarketing to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 be published before 9:00 a.m., New York City time, on the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding following the Stock Purchase Date, upon which notice the Custodial Agent will return such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction last date of the Optional Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such datePeriod. If the Holder of the Separate Notes delivers only such This notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in validly published by making a timely release to any appropriate news agency, including Bloomberg Business News and the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate NotesDow ▇▇▇▇▇ News Service.

Optional Remarketing. (ai) On or Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(e) below over a period of five consecutive Business Days (each such period, an “Optional Remarketing Period”) selected by the Company that falls during the Optional Remarketing Window. (ii) The Company shall notify the Purchase Contract Agent and the Custodial Agent and request that the Depositary notify the Depositary Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no later than fifteen (15) calendar days prior to the thirteenth first day of an Optional Remarketing Period. (iii) If the Company elects to conduct an Optional Remarketing, by 11:00 a.m. (New York City time) on the Business Day immediately preceding the Stock Purchase Date but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Date, Holders first day of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 a.m., New York City timean Optional Remarketing Period, the Custodial Purchase Contract Agent shall notify the Remarketing Agent Agent(s) in writing of the aggregate principal amount of such Separate Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed. The , and the Custodial Agent will hold such Separate Notes shall notify in an account separate from writing the Collateral Account. A Holder Remarketing Agent(s) of the aggregate principal amount of Separate Notes electing (if any) to have its Separate Notes be remarketed will also have pursuant to Section 5.02(e) below. Pursuant to, and subject to the right to withdraw terms of, the Remarketing Agreement, upon receipt of such election by written notice to notices from the Purchase Contract Agent and the Custodial Agent, substantially the Remarketing Agent(s) will use its reasonable best efforts to remarket such Notes at the applicable Remarketing Price. (iv) If the Remarketing Agent(s) is able to remarket such Notes for at least the applicable Remarketing Price in any Optional Remarketing in accordance with the Remarketing Agreement (a “Successful Optional Remarketing”), the Collateral Agent shall cause the Securities Intermediary, upon receipt of written instructions from the Company, to transfer to the Remarketing Agent(s) the remarketed Notes underlying the Pledged Applicable Ownership Interests in Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Notes, and the Custodial Agent shall transfer the remarketed Separate Notes to the Remarketing Agent(s) upon confirmation of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Notes. Settlement shall occur on the Optional Remarketing Settlement Date. Upon deposit in the form Collateral Account of Exhibit D such proceeds attributable to the remarketed Notes underlying the Pledged Applicable Ownership Interest in Notes, the Collateral Agent shall, upon receipt of written instructions from the Company, (A) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the Quotation Agent (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Treasury Portfolio to be determined by the Remarketing Agent(s)), (B) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, and (C) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate ▇▇▇▇▇, whereupon the Purchase Contract Agent shall make such payment on the Optional Remarketing Settlement Date to the Holders whose Notes underlying the Pledged Applicable Ownership Interests in Notes were remarketed pro rata in accordance with their respective interests. With respect to any Separate Notes remarketed, the Custodial Agent shall remit such proceeds of the Successful Optional Remarketing received from the Remarketing Agent(s) to Holders of such Separate Notes on the Optional Remarketing Settlement Date. (v) Following the occurrence of a Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of such term) will be substituted as Collateral for the Pledged Applicable Ownership Interests in Notes and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Notes, subject to the Pledge Agreementthereof. Any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Notes shall thereupon be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term). 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 defined in clause (i) of such term) for the Pledged Applicable Ownership Interests in Notes as Collateral. (vi) If, in spite of its reasonable best efforts, the Remarketing Agent(s) cannot remarket the Notes as set forth above during the Optional Remarketing Period at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have been unsuccessful (an “Unsuccessful Optional Remarketing”). Promptly after receipt of written notice from the Company of an Unsuccessful Optional Remarketing, the Custodial Agent will return Separate Notes to the appropriate Holders. (vii) If the Company elects to remarket the Notes during the Optional Remarketing Period and a Successful Optional Remarketing has not occurred on or prior to the thirteenth last day of the Optional Remarketing Period, the Company shall cause a notice of the Unsuccessful Optional Remarketing to be published before the open of business on the Business Day immediately preceding following the Stock Purchase Datelast date of the Optional Remarketing Period. This notice shall be validly published by making a timely release to any appropriate news agency, upon which including, without limitation, Bloomberg Business News and the Dow ▇▇▇▇▇ News Service. The Company shall similarly cause a notice of a Successful Optional Remarketing to be published before the Custodial Agent will return such Separate Notes to such Holder. (b) On open of business on the tenth Business Day immediately preceding following the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none date of such Holder's Separate Notes shall be included in the Successful Optional Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate Notes.

Optional Remarketing. Unless (a1) On a Termination Event has occurred, or (2) a Special Event Redemption has occurred, the Company may engage the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, to remarket the aggregate Senior Notes underlying the aggregate Applicable Ownership Interests in Senior Notes that are components of Corporate Units, along with any Separate Senior Notes, the holders of which have elected to participate in such remarketing pursuant to the Supplemental Indenture and clause (d) below, on any date or dates selected by the Company during an Optional Remarketing Period (each such date, an "Optional Remarketing Date"). If the Company elects to conduct one or more Optional Remarketings during an Optional Remarketing Period, (1) any Holder of Corporate Units who has not satisfied the requirements to effect an Early Settlement in accordance with Section 5.07 below prior to the thirteenth Business Day immediately preceding the Stock Purchase Date but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Date, Holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh second Business Day immediately prior to the Stock Purchase first day of such Optional Remarketing Period shall not be permitted to effect an Early Settlement from , but excluding, such second Business Day immediately prior to the first day of the such Optional Remarketing Period to and including the third Business Day immediately following the last day of such Optional Remarketing Period and (2) any Holder of Corporate Units or Treasury Units that has not otherwise satisfied the requirements to effect a Collateral Substitution in accordance with Sections 3.13 and 3.14 above to create Treasury Units or recreate Corporate Units, as applicable, shall not be permitted to effect a Collateral Substitution from, but excluding, such second Business Day immediately prior to the first day of such Optional Remarketing Period to and including the third Business Day immediately following the last day of such Optional Remarketing Period. If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 10:00 a.m., 11:00 a.m. (New York City time) on the Business Day immediately preceding the first day of such Optional Remarketing Period, the Custodial Collateral Agent shall notify in writing the Remarketing Agent of the aggregate principal amount of such Separate Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes that are a part of the Corporate Units to be remarketed. The , and the Custodial Agent will hold shall notify in writing the Remarketing Agent of the aggregate principal amount of Separate Senior Notes (if any) to be remarketed pursuant to clause (d)(ii) below. Pursuant to the Remarketing Agreement, upon receipt of such Separate Notes in an account separate notices from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to Agent and the Custodial Agent, substantially the Remarketing Agent will on each Optional Remarketing Date use its reasonable efforts to remarket such Senior Notes at the applicable Remarketing Price. If the Remarketing Agent is able to remarket such Senior Notes for at least such Remarketing Price (a "Successful Optional Remarketing"), the Collateral Agent shall cause the Securities Intermediary to transfer to the Remarketing Agent the remarketed Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Senior Notes, and the Custodial Agent shall transfer the remarketed Separate Senior Notes to the Remarketing Agent upon confirmation of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Senior Notes. Settlement shall occur on the Remarketing Settlement Date. Upon deposit in the form Collateral Account of Exhibit D such proceeds, the Collateral Agent shall (1) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the Quotation Agent, (2) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, and (3) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Remarketing Settlement Date Pro Rata in accordance with their respective interests. With respect to any Separate Senior Notes remarketed, the Custodial Agent shall remit such proceeds of the Successful Optional Remarketing received from the Remarketing Agent to Holders of such Separate Senior Notes. For the avoidance of doubt, Holders and holders of Separate Senior Notes participating in a Successful Optional Remarketing shall not be liable for payment of any remarketing fees. Following the occurrence of a Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of such term) 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 hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Senior Notes, subject to the Pledge Agreement, on thereof. Any reference in this Agreement or prior the Certificates to the thirteenth Business Day immediately preceding Pledged Applicable Ownership Interests in Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Stock Purchase DateTreasury Portfolio (as defined in clause (i) of such term). 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 defined in clause (i) of such term) for the Pledged Applicable Ownership Interests in Senior Notes as Collateral. If, upon which notice in spite of its reasonable efforts, the Remarketing Agent cannot remarket the Senior Notes as set forth above in any Optional Remarketing (other than to the Company) at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have failed (a "Failed Optional Remarketing"). Promptly after all Failed Optional Remarketings in any Optional Remarketing Period, the Custodial Agent will return such Separate Senior Notes to such Holder. (b) On the tenth Business Day immediately preceding appropriate Holders. For the Stock Purchase Dateavoidance of doubt, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of after a Last Failed Optional Remarketing, the Remarketing Agent will promptly return such Separate Applicable Ownership Interests in Senior Notes shall continue to be a component of the Custodial Agent for redelivery to such Holders of such Separate NotesCorporate Units.

Optional Remarketing. (ai) On or prior Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the thirteenth terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(d), over a period of one or more days selected by the Company that begins on or after the second Business Day immediately preceding the Stock Purchase Interest Payment Date but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Date, Holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Contract Settlement Date and ends any time on or before the eighth calendar day immediately preceding the first day of the Final Remarketing Period (such period, the “Optional Remarketing Period”); provided that, notwithstanding anything to the contrary herein, the Company may only elect to conduct an Optional Remarketing if it is not then deferring interest on the Notes. (ii) The Company shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no later than five Business Days prior to the first day of the Optional Remarketing Period, and the Company shall provide a copy of such request to the Purchase Contract Agent, Collateral Agent and Custodial Agent. (iii) If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 10:00 a.m.4:00 p.m., New York City time, on the Custodial Business Day immediately preceding the first day of the related Optional Remarketing Period, the Purchase Contract Agent shall notify the Remarketing Agent Agent(s) in writing of the aggregate principal amount of such Separate Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed. The , and the Custodial Agent will hold such Separate Notes shall notify in an account separate from writing the Collateral Account. A Holder Remarketing Agent(s) of the aggregate principal amount of Separate Notes electing (if any) to have its Separate Notes be remarketed will also have pursuant to Section 5.02(d). Pursuant to the right to withdraw Remarketing Agreement, upon receipt of such election by written notice to notices from the Purchase Contract Agent and the Custodial Agent, substantially in the form of Exhibit D Remarketing Agent(s) will use its commercially reasonable efforts to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will return remarket such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the applicable Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate NotesPrice.

Optional Remarketing. (ai) On or prior Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the thirteenth terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(d), over a period of one or more days selected by the Company that begins on or after the second Business Day immediately preceding the Stock Purchase Interest Payment Date but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Date, Holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase DateContract Settlement Date and ends any time on or before the eighth calendar day immediately preceding the first day of the Final Remarketing Period (such period selected by the Company, the “Optional Remarketing Period”). (i) The Company shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no later than five Business Days prior to the date the Company begins the Optional Remarketing, and the Company shall provide a copy of such request to the Purchase Contract Agent, Collateral Agent and Custodial Agent. In such notice, the Company shall set forth the dates of such Optional Remarketing, the applicable procedures for holders of Separate Notes to participate in the Optional Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units, the applicable procedures for Holders of Treasury Units to recreate Corporate Units, the applicable procedures for Holders of Corporate Units to effect Early Settlement with respect to their Purchase Contracts and any other applicable procedures, and any elections the Company has made in connection with such Optional Remarketing. (ii) If the Company elects to conduct an Optional Remarketing, by 10:00 a.m.4:00 p.m., New York City time, on the Custodial Business Day immediately preceding the first day of the related Optional Remarketing Period, the Purchase Contract Agent shall notify the Remarketing Agent Agent(s) in writing of the aggregate principal amount of such Separate Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed. The , and the Custodial Agent will hold such Separate Notes shall notify in an account separate from writing the Collateral Account. A Holder Remarketing Agent(s) of the aggregate principal amount of Separate Notes electing (if any) to have its Separate Notes be remarketed will also have pursuant to Section 5.02(d). Pursuant to the right to withdraw Remarketing Agreement, upon receipt of such election by written notice to notices from the Purchase Contract Agent and the Custodial Agent, substantially in the form of Exhibit D Remarketing Agent(s) will use its commercially reasonable efforts to remarket such Notes at the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will return such Separate Notes to such Holderapplicable Remarketing Price. (biii) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate NotesReserved.

Optional Remarketing. (ai) On Unless (x) a Termination Event has occurred, (y) there are any accumulated but unpaid dividends on the Convertible Preferred Stock in respect of prior completed Dividend Periods or (z) the Company has not declared a dividend payable on the March 1, 2024 Payment Date, the Company may elect, at its option, to, on one or more occasions as specified herein, engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to remarket the aggregate number of shares of Convertible Preferred Stock underlying the aggregate Applicable Ownership Interests in Convertible Preferred Stock that are components of Corporate Units, along with any Separate Shares of Convertible Preferred Stock, the holders of which Separate Shares of Convertible Preferred Stock have elected to participate in such Remarketing pursuant to Section 5.02(d) below, over a period of five consecutive Business Days (each such period, an “Optional Remarketing Period”) selected by the Company that falls during the Optional Remarketing Window. (ii) The Company shall issue a press release and notify the Purchase Contract Agent and the Custodial Agent in writing and request that the Depositary notify the Depositary Participants holding Corporate Units, Treasury Units and Separate Shares of Convertible Preferred Stock as to the dates and procedures to be followed in the Optional Remarketing no later than fifteen (15) calendar days prior to the thirteenth first day of an Optional Remarketing Period. (iii) If the Company elects to conduct an Optional Remarketing, by 11:00 a.m. (New York City time) on the Business Day immediately preceding the first day of an Optional Remarketing Period, the Purchase Contract Agent shall notify the Remarketing Agent(s) in writing of the aggregate number of shares of Convertible Preferred Stock Purchase Date but no earlier than underlying the sixteenth Business Day immediately preceding Pledged Applicable Ownership Interests in Convertible Preferred Stock that are a part of the Stock Purchase DateCorporate Units to be remarketed, Holders and the Custodial Agent shall notify in writing the Remarketing Agent(s) of the aggregate number of Separate Notes may elect Shares of Convertible Preferred Stock (if any) to have their Separate Notes be remarketed by delivering their Separate Notespursuant to Section 5.02(d) below. Pursuant to, together with a notice and subject to the terms of, the Remarketing Agreement, upon receipt of such election, substantially in notices from the form of Exhibit C to the Pledge Agreement, to Purchase Contract Agent and the Custodial Agent. On , the eleventh Business Day immediately prior Remarketing Agent(s) will use their reasonable best efforts to remarket such shares of Convertible Preferred Stock at the applicable Remarketing Price or more. (iv) If the Remarketing Agent(s) is able to remarket such Convertible Preferred Stock for at least the applicable Remarketing Price in any Optional Remarketing in accordance with the Remarketing Agreement (a “Successful Optional Remarketing”), the Collateral Agent shall cause the Securities Intermediary, upon receipt of written instructions from the Company, to transfer to the Remarketing Agent(s) the remarketed Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Convertible Preferred Stock upon confirmation of deposit to the Collateral Account of net proceeds of such Successful Optional Remarketing attributable to such Convertible Preferred Stock, and the Custodial Agent shall transfer the remarketed Separate Shares of Convertible Preferred Stock to the Remarketing Agent(s) upon confirmation of receipt by the Custodial Agent of net proceeds of such Successful Optional Remarketing attributable to such Separate Shares of Convertible Preferred Stock. Settlement shall occur on the Optional Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds attributable to the remarketed Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Convertible Preferred Stock, the Collateral Agent shall, upon receipt of written instructions from the Company, (A) if applicable, instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase DatePrice to purchase the Treasury Portfolio from the Quotation Agent (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Treasury Portfolio to be determined by the Remarketing Agent(s) and provided in writing to the Collateral Agent and Securities Intermediary), by 10:00 a.m.(B) if applicable, New York City timecredit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, and (C) promptly remit any portion of such net proceeds in excess of the Treasury Portfolio Purchase Price to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Optional Remarketing Settlement Date to the Holders whose Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Convertible Preferred Stock were remarketed pro rata in accordance with their respective interests. With respect to any Separate Shares of Convertible Preferred Stock remarketed, upon receipt of net proceeds of such Successful Optional Remarketing attributable to the remarketed Separate Shares of Convertible Preferred Stock, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount remit such net proceeds of such Separate Notes Shares of Convertible Preferred Stock sold in the Successful Optional Remarketing received from the Remarketing Agent(s) to holders of such Separate Shares of Convertible Preferred Stock on the Optional Remarketing Settlement Date. In addition, proceeds from the Treasury Portfolio equal to the dividend payment that would have been due in respect of the shares of Convertible Preferred Stock that were components of the Corporate Units on the relevant Optional Remarketing Date (without giving effect to any increase in the Dividend Rate in connection with such Successful Optional Remarketing, and whether or not such dividend is authorized or declared) shall be paid (and the Collateral Agent will instruct the Securities Intermediary to, and the Securities Intermediary, upon receipt of such instruction, will, remit the same to the Purchase Contract Agent for distribution), on the Purchase Contract Settlement Date (or, if such date is not a Business Day, the next Business Day), to Holders of the Corporate Units as of the close of business on the preceding Record Date (which payment shall not, for the avoidance of doubt, affect the Company’s obligation to pay any dividend that has been declared on the outstanding Convertible Preferred Stock in respect of the Payment Date occurring on the Purchase Contract Settlement Date). (v) Following the occurrence of a Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition thereof) will be substituted as Collateral for the Pledged Applicable Ownership Interests in Convertible Preferred Stock and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such respective rights, obligations and security interests with respect to the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition thereof) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Convertible Preferred Stock, subject to the Pledge thereof. Any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Convertible Preferred Stock shall thereupon be deemed to be remarketeda reference to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition thereof). The Company may, at its sole and absolute election, 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 thereof) for the Pledged Applicable Ownership Interests in Convertible Preferred Stock as Collateral. (vi) If, in spite of its reasonable best efforts, the Remarketing Agent(s) cannot remarket the Convertible Preferred Stock as set forth above during the Optional Remarketing Period at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have been unsuccessful (an “Unsuccessful Optional Remarketing”). Promptly after receipt of written notice from the Company of an Unsuccessful Optional Remarketing, the Custodial Agent will hold such return Separate Notes in an account separate from the Collateral Account. A Holder Shares of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice Convertible Preferred Stock to the Custodial Agent, substantially in appropriate holders thereof. (vii) If the form of Exhibit D Company elects to remarket the Pledge Agreement, Convertible Preferred Stock during the Optional Remarketing Period and a Successful Optional Remarketing has not occurred on or prior to the thirteenth last day of the Optional Remarketing Period, the Company shall cause a notice of the Unsuccessful Optional Remarketing to be published before the open of business on the Business Day immediately preceding following the Stock Purchase last date of the Optional Remarketing Period. This notice shall be published by making a timely release to any appropriate news agency, including, without limitation, Bloomberg Business News and the Dow ▇▇▇▇▇ News Service. The Company shall similarly cause a notice of a Successful Optional Remarketing to be published before the open of business on the Business Day immediately following the relevant Optional Remarketing Date, upon which notice and, if applicable, the Custodial Agent will return Company shall issue a press release disclosing the modified terms established for the Convertible Preferred Stock during the Optional Remarketing on the Business Day following such Separate Notes to such HolderOptional Remarketing Date. (bviii) On The Company has the tenth Business Day immediately preceding the Stock Purchase Dateright to elect not to attempt an Optional Remarketing, the Custodial Agent at the written direction or to elect to postpone any Optional Remarketing that has not concluded, in its absolute discretion on any day of the relevant Optional Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate NotesPeriod.

Optional Remarketing. (ai) On or prior Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the thirteenth terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes of either series, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(d), over a period of one or more days selected by the Company that begins on or after the second Business Day immediately preceding the Stock Interest Payment Date immediately prior to the Purchase Contract Settlement Date but and ends any time on or before the eighth calendar day prior to the beginning of the Final Remarketing Period (such period, the “Optional Remarketing Period”); provided that, notwithstanding anything to the contrary herein, the Company may only elect to conduct an Optional Remarketing if it is not then deferring interest on the Notes. (ii) The Company shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no earlier later than five Business Days prior to the sixteenth first day of the Optional Remarketing Period, and the Company shall provide a copy of such request to the Purchase Contract Agent, Collateral Agent and Custodial Agent. (iii) If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 4:00 p.m. (New York City time) on the Business Day immediately preceding the Stock Purchase Date, Holders first day of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 a.m., New York City timerelated Optional Remarketing Period, the Custodial Purchase Contract Agent shall notify the Remarketing Agent Agent(s) in writing of the aggregate principal amount of such Separate Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed. The , and the Custodial Agent will hold such Separate Notes shall notify in an account separate from writing the Collateral Account. A Holder Remarketing Agent(s) of the aggregate principal amount of Separate Notes electing of each series (if any) to have its Separate Notes be remarketed will also have pursuant to Section 5.02(d). Pursuant to the right to withdraw Remarketing Agreement, upon receipt of such election by written notice to notices from the Purchase Contract Agent and the Custodial Agent, substantially in the form of Exhibit D Remarketing Agent(s) will use its commercially reasonable efforts to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will return remarket such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the applicable Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate NotesPrice.

Optional Remarketing. Under the Supplemental Indenture and the Remarketing Agreement, on or before 5:00 p.m. (aNew York City time) On or prior to on the thirteenth Business Day immediately preceding the Stock Purchase Date but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Election Date, Holders registered holders of Separate Separated Senior Notes may elect to have their Separate Separated Senior Notes remarketed by delivering Transferring their Separate Notes, together with Separated Senior Notes to the Collateral Agent and giving a notice of such election, substantially in the form of Exhibit C H to the Pledge Purchase Contract Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior Collateral Agent and to the Stock Purchase DateIndenture Trustee, by 10:00 a.m., New York City timewhereupon, the Custodial Collateral Agent shall notify the Remarketing Agent of the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Separated Senior Notes in an account separate from the Collateral AccountAccount and cause such Separated Senior Notes to be included in the Remarketing under the Supplemental Indenture and the Remarketing Procedures; provided, however, that the Collateral Agent shall not be required to establish such separate account unless and until it receives notice that Separated Senior Notes are to be included in the Remarketing. A Holder Once such holder of Separate such Separated Senior Notes electing to have its Separate delivers such notice and Separated Senior Notes remarketed will also have as specified in the right to withdraw preceding sentence, such election by written notice to may not be withdrawn and may not be conditioned upon the Custodial Agent, substantially level at which the Reset Rate is established in the form of Exhibit D to the Pledge AgreementRemarketing; provided, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Datehowever, upon which notice the Custodial Agent will return that if such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes a holder delivers only such a notice but not the Separate Separated Senior Notes subject to such the notice, then none of such Holder's Separate Holders' Separated Senior Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the If there is a Successful Remarketing, the Collateral Agent shall Transfer such Separate Separated Senior Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge instructions provided by the Remarketing Agent under the Remarketing Agreement, upon the occurrence of . If a Last Failed RemarketingRemarketing occurs, the Remarketing Agent will shall Transfer to the Collateral Agent, by the third Business Day following the Failed Remarketing, such Separated Senior Notes, whereupon the Collateral Agent shall promptly return Transfer such Separate Separated Senior Notes to the Custodial Agent for redelivery to such Holders of such Separate Notesholders entitled thereto.

Optional Remarketing. (ai) On or prior Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the thirteenth terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(d), over a period of one or more days selected by the Company that begins on or after the second Business Day immediately preceding the Stock Interest Payment Date immediately prior to the Purchase Contract Settlement Date but and ends any time on or before the eighth calendar day immediately preceding the first day of the Final Remarketing Period (such period, the “Optional Remarketing Period”); provided that, notwithstanding anything to the contrary herein, the Company may only elect to conduct an Optional Remarketing if it is not then deferring interest on the Notes. (ii) The Company shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no earlier later than five Business Days prior to the sixteenth first day of the Optional Remarketing Period, and the Company shall provide a copy of such request to the Purchase Contract Agent, Indenture Trustee, Collateral Agent and Custodial Agent. (iii) If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 4:00 p.m. (New York City time) on the Business Day immediately preceding the Stock first day of the related Optional Remarketing Period, the Company shall notify the Purchase DateContract Agent and the Custodial Agent in writing and the Purchase Contract Agent shall notify the Remarketing Agent(s) in writing of the aggregate principal amount of Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed, Holders and the Custodial Agent shall notify in writing the Remarketing Agent(s) of the aggregate principal amount of Separate Notes may elect (if any) to have their be remarketed pursuant to Section 5.02(d). Pursuant to the Remarketing Agreement, upon receipt of such notices from the Purchase Contract Agent and the Custodial Agent, the Remarketing Agent(s) will use its commercially reasonable efforts to remarket such Notes at the applicable Remarketing Price. The Company shall use commercially reasonable efforts to give the Indenture Trustee at least a five (5) Business Days advance notice of the expected Remarketing Date in connection with such Optional Remarketing. (iv) [Reserved.] (v) [Reserved.] (vi) If the Remarketing Agent(s) is able to remarket the Notes being remarketed for at least the applicable Remarketing Price in any Optional Remarketing in accordance with the Remarketing Agreement (a “Successful Optional Remarketing”), the Company shall notify the Collateral Agent and the Custodial Agent thereof and upon receipt of such notice, the Collateral Agent shall cause the Securities Intermediary to Transfer to the Remarketing Agent(s) the remarketed Notes underlying the Pledged Applicable Ownership Interests in Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Notes underlying the Pledged Applicable Ownership Interests in Notes, and the Custodial Agent shall Transfer the remarketed Separate Notes to the Remarketing Agent(s) upon confirmation of deposit to the account established by the Custodial Agent for the purpose of receiving such proceeds (the “Separate Notes Account”) of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Notes. Settlement shall occur on the Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds attributable to the remarketed Notes underlying the Pledged Applicable Ownership Interest in Notes, the Collateral Agent shall (A) unless the Treasury Portfolio shall consist of Cash, (x) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the dealer identified by delivering the Quotation Agent pursuant to the definition of “Treasury Portfolio Purchase Price” (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Treasury Portfolio to be determined by the Remarketing Agent(s), who shall provide such information to the Collateral Agent and the Quotation Agent, who will then determine, and notify the Collateral Agent of, the Treasury Portfolio Purchase Price) and (y) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, (B) if the Treasury Portfolio shall consist of Cash, credit to the Collateral Account Cash in an amount equal to the Treasury Portfolio Purchase Price and (C) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Remarketing Settlement Date to such Holders pro rata in accordance with their interests. With respect to any Separate Notes remarketed, upon receipt of proceeds of such Successful Optional Remarketing attributable to the remarketed Separate Notes, together with a notice the Custodial Agent shall remit the proceeds of such election, substantially Separate Notes sold in the Successful Optional Remarketing received from the Remarketing Agent(s) pro rata to the holders of such Separate Notes on the Remarketing Settlement Date in accordance with the instructions by such holders provided in the form of Exhibit C K. (vii) If there is a Successful Optional Remarketing, the Company shall cause a notice of the Successful Optional Remarketing to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 be published no later than 9:00 a.m., New York City time, on the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding following the Stock Purchase Optional Remarketing Date. This notice shall include the Reset Rate. This notice shall be validly published by furnishing such information on Form 8-K or making a timely release to any appropriate news agency, upon which notice including Bloomberg Business News and the Custodial Agent will return such Separate Notes to such HolderDow ▇▇▇▇▇ News Service. (bviii) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon Following the occurrence of a Last Failed Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of such term) will be substituted as Collateral for the Pledged Applicable Ownership Interests in Notes and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligations of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Notes and the underlying Notes, subject to the Pledge thereof. Unless the context otherwise requires, any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Notes shall thereupon be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term). 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 defined in clause (i) of such term) for the Pledged Applicable Ownership Interests in Notes as Collateral. (ix) Following a Successful Optional Remarketing, the Remarketing Agent(s) shall remit (1) the proceeds attributable to the remarketed Notes underlying the Pledged Applicable Ownership Interest in Notes to the Collateral Agent will promptly return such and (2) the proceeds attributable to the remarketed Separate Notes to the Custodial Agent for redelivery the benefit of the Holders of Separate Notes that had their Notes remarketed. (x) If, in spite of its commercially reasonable efforts, the Remarketing Agent(s) cannot remarket the Notes as set forth above during the Optional Remarketing Period at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have failed (a “Failed Optional Remarketing”). Promptly after a Failed Optional Remarketing and receipt of notice thereof from the Company, the Custodial Agent will return Separate Notes that were to be subject to such Optional Remarketing to the appropriate holders pursuant to the instructions provided by the appropriate holders in the form of Exhibit K. (xi) If the Company elects to remarket the Notes during the Optional Remarketing Period and a Successful Optional Remarketing has not occurred on or prior to the eighth calendar day prior to the first day of the Final Remarketing Period, the Company shall cause notice of the Failed Optional Remarketing to be provided to the Custodial Agent, the Collateral Agent and the Purchase Contract Agent and to be published no later than 9:00 a.m., New York City time, on the Business Day immediately following the last date of the Optional Remarketing Period. Any such notice shall be validly published by furnishing such information on Form 8-K or making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow ▇▇▇▇▇ News Service. (xii) The Company will pay the Remarketing Fee in connection with any Successful Optional Remarketing. Holders whose Notes are part of a Successful Optional Remarketing will not be responsible for payment of the Remarketing Fee. (xiii) At any time and from time to time during any Optional Remarketing Period, prior to the announcement of a Successful Optional Remarketing, the Company has the right to postpone such Separate NotesOptional Remarketing in the Company’s sole and absolute discretion.

Optional Remarketing. (ai) On or Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes of either series, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(d), on any Optional Remarketing Date occurring during the Period for Optional Remarketing (any such period of up to 15 Business Days selected by the Company for an Optional Remarketing, an “Optional Remarketing Period”). (ii) The Company shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no later than five Business Days prior to the thirteenth Business Day immediately preceding first day of the Stock Purchase Date but no earlier than applicable Optional Remarketing Period, and the sixteenth Business Day immediately preceding the Stock Purchase Date, Holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with Company shall provide a notice copy of such election, substantially in the form of Exhibit C request to the Pledge AgreementPurchase Contract Agent, to the Collateral Agent and the Custodial Agent. On . (iii) If the eleventh Business Day immediately prior Company elects to the Stock Purchase conduct an Optional Remarketing on an Optional Remarketing Date, by 10:00 a.m.4:00 p.m., New York City time, on the Custodial Business Day immediately preceding the first day of the applicable Optional Remarketing Period, the Company shall notify the Purchase Contract Agent and the Collateral Agent in writing and, upon receipt of such notice, the Purchase Contract Agent shall notify the Remarketing Agent Agent(s) in writing of the aggregate principal amount of such Separate Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed. The , and the Custodial Agent will hold such Separate Notes shall notify in an account separate from writing the Collateral Account. A Holder Remarketing Agent(s) of the aggregate principal amount of Separate Notes electing of each series (if any) to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will return such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate Notes.pursuant to

Optional Remarketing. (ai) On Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(c) below, into two tranches over a period of one or more days selected by the Company that fall during the Optional Remarketing Period; provided that the Company may only elect to conduct an Optional Remarketing if the Notes Issuer is not then deferring interest on the Notes. (ii) The Company shall request that the Depositary notify the Depositary Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no later than fifteen (15) days prior to the thirteenth first day of the Optional Remarketing Period. (iii) If the Company elects to conduct an Optional Remarketing, by 11:00 a.m. (New York City time) on the Business Day immediately preceding the Stock first day of the Optional Remarketing Period, the Purchase Contract Agent shall notify the Remarketing Agent(s) in writing of the aggregate principal amount of Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed, and the Custodial Agent shall notify in writing the Remarketing Agent(s) of the aggregate principal amount of Separate Notes (if any) to be remarketed pursuant to (e) below. Pursuant to the Remarketing Agreement, upon receipt of such notices from the Purchase Contract Agent and the Custodial Agent, the Remarketing Agent(s) will use its reasonable efforts to remarket such Notes for each tranche at the applicable Remarketing Price. (iv) The Optional Remarketing Date but no earlier than shall be the sixteenth same for both tranches of Notes and the settlements of both tranches shall be conditioned on each other. (v) On the Business Day immediately preceding following the Stock Purchase Optional Remarketing Date, the Company shall notify Holders of Separate Notes who decided not to participate in the Optional Remarketing how the Company allocated the Notes of such Holders between the two tranches. (vi) If the Remarketing Agent(s) is able to remarket such Notes for at least the applicable Remarketing Price in any Optional Remarketing in accordance with the Remarketing Agreement (a “Successful Optional Remarketing”), the Collateral Agent shall cause the Securities Intermediary to transfer to the Remarketing Agent(s) the remarketed Notes underlying the Pledged Applicable Ownership Interests in Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Notes, and the Custodial Agent shall transfer the remarketed Separate Notes to the Remarketing Agent(s) upon confirmation of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Notes. Settlement shall occur on the Optional Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds attributable to the remarketed Notes underlying the Pledged Applicable Ownership Interest in Notes, the Collateral Agent shall (A) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the Quotation Agent (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Treasury Portfolio to be determined by the Remarketing Agent(s)), (B) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, and (C) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Optional Remarketing Settlement Date to the Holders pro rata in accordance with their respective interests. With respect to any Separate Notes remarketed, the Custodial Agent shall remit such proceeds of the Successful Optional Remarketing received from the Remarketing Agent(s) to Holders of such Separate Notes. (vii) Following the occurrence of a Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of such term) will be substituted as Collateral for the Pledged Applicable Ownership Interests in Notes and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Notes, subject to the Pledge thereof. Any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Notes shall thereupon be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term). The Company may elect 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 defined in clause (i) of such term) for the Pledged Applicable Ownership Interests in Notes as Collateral. (viii) Following a Successful Optional Remarketing, the Remarking Agent(s) shall purchase the Treasury Portfolio at the Treasury Portfolio Purchase Price, and deduct such price from the proceeds of the Optional Remarketing. The Remarketing Agent(s) shall then remit any remaining portion of such proceeds for the benefit of the Holders whose Notes were remarketed. (ix) If, in spite of its reasonable efforts, the Remarketing Agent(s) cannot remarket the Notes as set forth above during the Optional Remarketing Period at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have their failed (a “Failed Optional Remarketing”). Promptly after a Failed Optional Remarketing, the Custodial Agent will return Separate Notes remarketed by delivering their Separate Notesto the appropriate Holders. (x) If the Company elects to remarket the Notes during the Optional Remarketing Period and a Successful Optional Remarketing has not occurred on or prior to the last day of the Optional Remarketing Period, together with the Company shall cause a notice of such election, substantially in the form of Exhibit C Failed Optional Remarketing to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 be published before 9:00 a.m., New York City time, on the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding following the Stock Purchase Date, upon which notice the Custodial Agent will return such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction last date of the Optional Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such datePeriod. If the Holder of the Separate Notes delivers only such This notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in validly published by making a timely release to any appropriate news agency, including Bloomberg Business News and the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate NotesDow ▇▇▇▇▇ News Service.

Optional Remarketing. (ai) On Unless (1) a Termination Event has occurred, or (2) a Special Event Redemption has occurred, the Company may engage the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, to remarket the aggregate Debentures underlying the aggregate Applicable Ownership Interests in Debentures that are components of Corporate Units, along with any Separate Debentures, the holders of which have elected to participate in such remarketing pursuant to the Indenture, as supplemented by the Supplemental Indenture and clause (d) below, on any date or dates selected by the Company during an Optional Remarketing Period (each such date, an “Optional Remarketing Date”). (i) If the Company elects to conduct one or more Optional Remarketings during an Optional Remarketing Period, (1) any Holder of Corporate Units who has not satisfied the requirements to effect an Early Settlement in accordance with Section 5.08 below prior to the thirteenth Business Day immediately preceding the Stock Purchase Date but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Date, Holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh second Business Day immediately prior to the Stock Purchase first day of such Optional Remarketing Period shall not be permitted to effect an Early Settlement from and including such second Business Day immediately prior to the first day of such Optional Remarketing Period to and including the third Business Day immediately following the last day of such Optional Remarketing Period and (2) any Holder of Corporate Units or Treasury Units that has not otherwise satisfied the requirements to effect a Collateral Substitution in accordance with Sections 3.13 and 3.14 above to create Treasury Units or recreate Corporate Units, as applicable, shall not be permitted to effect a Collateral Substitution from and including such second Business Day immediately prior to the first day of such Optional Remarketing Period to and including the third Business Day immediately following the last day of such Optional Remarketing Period. (ii) If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 10:00 [11:00 a.m., ] (New York City time) on the Business Day immediately preceding the first day of the related Optional Remarketing Period, the Custodial Purchase Contract Agent shall notify in writing the Remarketing Agent of the aggregate principal amount of such Separate Notes Debentures underlying the Pledged Applicable Ownership Interests in Debentures that are a part of the Corporate Units to be remarketed. The , and the Custodial Agent will hold shall notify in writing the Remarketing Agent of the aggregate principal amount of Separate Debentures (if any) to be remarketed pursuant to clause (c)(ii) of Section 5.03 below. Pursuant to the Remarketing Agreement, upon receipt of such Separate Notes in an account separate notices from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to Purchase Contract Agent and the Custodial Agent, substantially the Remarketing Agent will on each Optional Remarketing Date use its reasonable efforts to remarket such Debentures at the applicable Remarketing Price. If the Remarketing Agent is able to remarket such Debentures for at least such Remarketing Price (a “Successful Optional Remarketing”), the Collateral Agent shall cause the Securities Intermediary to transfer to the Remarketing Agent the remarketed Debentures underlying the Pledged Applicable Ownership Interests in Debentures upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Debentures, and the Custodial Agent shall transfer the remarketed Separate Debentures to the Remarketing Agent upon confirmation of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Debentures. Settlement shall occur on the Remarketing Settlement Date. Upon deposit in the form Collateral Account of Exhibit D such proceeds, the Collateral Agent shall (1) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the Quotation Agent, (2) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, and (3) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Remarketing Settlement Date to the Holders pro rata in accordance with their respective interests. With respect to any Separate Debentures remarketed, the Custodial Agent shall remit such proceeds of the Successful Optional Remarketing received from the Remarketing Agent to Holders of such Separate Debentures. (iii) Following the occurrence of a Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of such term) will be substituted as Collateral for the Pledged Applicable Ownership Interests in Debentures and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Debentures, subject to the Pledge Agreement, on thereof. Any reference in this Agreement or prior the Certificates to the thirteenth Business Day immediately preceding Pledged Applicable Ownership Interests in Debentures shall thereupon be deemed to be a reference to such Applicable Ownership Interests in the Stock Purchase DateTreasury Portfolio (as defined in clause (i) of such term). 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 defined in clause (i) of such term) for the Pledged Applicable Ownership Interests in Debentures as Collateral. (iv) If, upon which notice in spite of its reasonable efforts, the Remarketing Agent cannot remarket the Debentures as set forth above in any Optional Remarketing (other than to the Company) at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have failed (a “Failed Optional Remarketing”). Promptly after all Failed Optional Remarketings in any Optional Remarketing Period, the Custodial Agent will return such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver Debentures to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate Notesappropriate Holders.

Optional Remarketing. (a) On or prior to the thirteenth fourth Business Day immediately preceding the Stock Purchase Remarketing Date, any Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, but no earlier than the sixteenth Business Day Interest Payment Date immediately preceding the last Interest Payment Date before the relevant Stock Purchase Date, Holders holders of Separate Notes may elect to have their Separate Notes remarketed by delivering Transferring their Separate Notes, together with Notes and delivering a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh third Business Day immediately prior to the Stock Purchase Remarketing Date, any Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount number of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A Holder holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth fourth Business Day immediately preceding the Stock Purchase applicable Remarketing Date, Accelerated Remarketing Date or the first day of a subsequent Remarketing Period, upon which notice the Custodial Agent will return such Separate Notes to such Holder. (b) holder. On the tenth third Business Day immediately preceding the Stock Purchase Remarketing Date, any Accelerated Remarketing Date or the first day of any subsequent Remarketing Period, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holderholder's Separate Notes shall be included in the Remarketing. Once the Holder holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing or Failed Accelerated Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders holders of such Separate Notes.

Optional Remarketing. (ai) On Unless a Termination Event has occurred, the Company may elect, at its option, to, on one or more occasions as specified herein, engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to remarket the aggregate number of shares of Convertible Preferred Stock underlying the aggregate Applicable Ownership Interests in Convertible Preferred Stock that are components of Corporate Units, along with any Separate Shares of Convertible Preferred Stock, the holders of which have elected to participate in such remarketing pursuant to Section 5.02(e) below over a period of five consecutive Business Days (each such period, an “Optional Remarketing Period”) selected by the Company that falls during the Optional Remarketing Window. (ii) The Company shall notify the Purchase Contract Agent and the Custodial Agent and request that the Depositary notify the Depositary Participants holding Corporate Units, Treasury Units and Separate Shares of Convertible Preferred Stock of the Company’s election to conduct an Optional Remarketing no later than fifteen (15) calendar days prior to the thirteenth first day of an Optional Remarketing Period. (iii) If the Company elects to conduct an Optional Remarketing, by 11:00 a.m. (New York City time) on the Business Day immediately preceding the first day of an Optional Remarketing Period, the Purchase Contract Agent shall notify the Remarketing Agent(s) in writing of the aggregate number of shares of Convertible Preferred Stock Purchase Date but no earlier than underlying the sixteenth Business Day immediately preceding Pledged Applicable Ownership Interests in Convertible Preferred Stock that are a part of the Stock Purchase DateCorporate Units to be remarketed, Holders and the Custodial Agent shall notify in writing the Remarketing Agent(s) of the aggregate number of Separate Notes may elect Shares of Convertible Preferred Stock (if any) to have their Separate Notes be remarketed by delivering their Separate Notespursuant to Section 5.02(e) below. Pursuant to, together with a notice and subject to the terms of, the Remarketing Agreement, upon receipt of such election, substantially in notices from the form of Exhibit C to the Pledge Agreement, to Purchase Contract Agent and the Custodial Agent. On , the eleventh Business Day immediately prior Remarketing Agent(s) will use its reasonable best efforts to remarket such shares of Convertible Preferred Stock at the applicable Remarketing Price or more. (iv) If the Remarketing Agent(s) is able to remarket such Convertible Preferred Stock for at least the applicable Remarketing Price in any Optional Remarketing in accordance with the Remarketing Agreement (a “Successful Optional Remarketing”), the Collateral Agent shall cause the Securities Intermediary, upon receipt of written instructions from the Company, to transfer to the Remarketing Agent(s) the remarketed Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Convertible Preferred Stock upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Convertible Preferred Stock, and the Custodial Agent shall transfer the remarketed Separate Shares of Convertible Preferred Stock to the Remarketing Agent(s) upon confirmation of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Shares of Convertible Preferred Stock. Settlement shall occur on the Optional Remarketing Settlement Date. Upon deposit in the Collateral Account of such proceeds attributable to the remarketed Convertible Preferred Stock underlying the Pledged Applicable Ownership Interest in Convertible Preferred Stock, the Collateral Agent shall, upon receipt of written instructions from the Company, (A) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase DatePrice to purchase the Treasury Portfolio from the Quotation Agent (the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) constituting the Treasury Portfolio to be determined by the Remarketing Agent(s)), by 10:00 a.m.(B) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, New York City timeand (C) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Optional Remarketing Settlement Date to the Holders whose Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Convertible Preferred Stock were remarketed pro rata in accordance with their respective interests. With respect to any Separate Shares of Convertible Preferred Stock remarketed, the Custodial Agent shall notify remit such proceeds of the Successful Optional Remarketing received from the Remarketing Agent of the aggregate principal amount Agent(s) to Holders of such Separate Notes Shares of Convertible Preferred Stock on the Optional Remarketing Settlement Date. (v) Following the occurrence of a Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (will be substituted as Collateral for the Pledged Applicable Ownership Interests in Convertible Preferred Stock and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Convertible Preferred Stock, subject to the Pledge thereof. Any reference in this Agreement or the Certificates to the Pledged Applicable Ownership Interests in Convertible Preferred Stock shall thereupon be deemed to be remarketeda reference to such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Treasury Portfolio for the Pledged Applicable Ownership Interests in Convertible Preferred Stock as Collateral. (vi) If, in spite of its reasonable best efforts, the Remarketing Agent(s) cannot remarket the Convertible Preferred Stock as set forth above during the Optional Remarketing Period at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have been unsuccessful (an “Unsuccessful Optional Remarketing”). Promptly after receipt of written notice from the Company of an Unsuccessful Optional Remarketing, the Custodial Agent will hold such return Separate Notes in an account separate from the Collateral Account. A Holder Shares of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice Convertible Preferred Stock to the Custodial Agent, substantially in appropriate Holders. (vii) If the form of Exhibit D Company elects to remarket the Pledge Agreement, Convertible Preferred Stock during the Optional Remarketing Period and a Successful Optional Remarketing has not occurred on or prior to the thirteenth last day of the Optional Remarketing Period, the Company shall cause a notice of the Unsuccessful Optional Remarketing to be published before the open of business on the Business Day immediately preceding following the Stock Purchase Datelast date of the Optional Remarketing Period. This notice shall be validly published by making a timely release to any appropriate news agency, upon which including, without limitation, Bloomberg Business News or the Dow ▇▇▇▇▇ News Service. The Company shall similarly cause a notice of a Successful Optional Remarketing to be published before the Custodial Agent will return open of business on the Business Day immediately following the date of such Separate Notes to such HolderSuccessful Optional Remarketing. (bviii) On The Company has the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction right to elect not to attempt or to postpone any Optional Remarketing in its absolute discretion on any day of the relevant Optional Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate NotesPeriod.

Optional Remarketing. Unless (a1) On a Termination Event has occurred, or (2) a Special Event Redemption has occurred, the Company may engage the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, to remarket the aggregate Senior Notes underlying the aggregate Applicable Ownership Interests in Senior Notes that are components of Corporate Units, along with any Separate Senior Notes, the holders of which have elected to participate in such remarketing pursuant to the Supplemental Indenture and clause (d) below, on any date or dates selected by the Company during an Optional Remarketing Period (each such date, an "Optional Remarketing Date"). If the Company elects to conduct one or more Optional Remarketings during an Optional Remarketing Period, (1) any Holder of Corporate Units who has not satisfied the requirements to effect an Early Settlement in accordance with Section 5.07 below prior to the thirteenth Business Day immediately preceding the Stock Purchase Date but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Date, Holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh second Business Day immediately prior to the Stock Purchase first day of such Optional Remarketing Period shall not be permitted to effect an Early Settlement from and including such second Business Day immediately prior to the first day of the such Optional Remarketing Period to and including the third Business Day immediately following the last day of such Optional Remarketing Period and (2) any Holder of Corporate Units or Treasury Units that has not otherwise satisfied the requirements to effect a Collateral Substitution in accordance with Sections 3.13 and 3.14 above to create Treasury Units or recreate Corporate Units, as applicable, shall not be permitted to effect a Collateral Substitution from and including such second Business Day immediately prior to the first day of such Optional Remarketing Period to and including the third Business Day immediately following the last day of such Optional Remarketing Period. If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 10:00 a.m., 11:00 a.m. (New York City time) on the Business Day immediately preceding the first day of such Optional Remarketing Period, the Custodial Collateral Agent shall notify in writing the Remarketing Agent of the aggregate principal amount of such Separate Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes that are a part of the Corporate Units to be remarketed. The , and the Custodial Agent will hold shall notify in writing the Remarketing Agent of the aggregate principal amount of Separate Senior Notes (if any) to be remarketed pursuant to clause (d)(ii) below. Pursuant to the Remarketing Agreement, upon receipt of such Separate Notes in an account separate notices from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to Purchase Contract Agent and the Custodial Agent, substantially the Remarketing Agent will on each Optional Remarketing Date use its reasonable efforts to remarket such Senior Notes at the applicable Remarketing Price. If the Remarketing Agent is able to remarket such Senior Notes for at least such Remarketing Price (a "Successful Optional Remarketing"), the Collateral Agent shall cause the Securities Intermediary to transfer to the Remarketing Agent the remarketed Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes upon confirmation of deposit to the Collateral Account of proceeds of such Successful Optional Remarketing attributable to such Senior Notes, and the Custodial Agent shall transfer the remarketed Separate Senior Notes to the Remarketing Agent upon confirmation of receipt of proceeds of such Successful Optional Remarketing attributable to such Separate Senior Notes. Settlement shall occur on the Remarketing Settlement Date. Upon deposit in the form Collateral Account of Exhibit D such proceeds, the Collateral Agent shall (1) instruct the Securities Intermediary to apply an amount equal to the Treasury Portfolio Purchase Price to purchase the Treasury Portfolio from the Quotation Agent, (2) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio, and (3) promptly remit any remaining portion of such proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, whereupon the Purchase Contract Agent shall make such payment on the Remarketing Settlement Date Pro Rata in accordance with their respective interests. With respect to any Separate Senior Notes remarketed, the Custodial Agent shall remit such proceeds of the Successful Optional Remarketing received from the Remarketing Agent to Holders of such Separate Senior Notes. Following the occurrence of a Successful Optional Remarketing, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of such term) 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 hereof to secure the Obligation of each Holder of Corporate Units, and the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests in the Treasury Portfolio (as defined in clause (i) of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Pledged Applicable Ownership Interests in Senior Notes, subject to the Pledge Agreement, on thereof. Any reference in this Agreement or prior the Certificates to the thirteenth Business Day immediately preceding Pledged Applicable Ownership Interests in Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Stock Purchase DateTreasury Portfolio (as defined in clause (i) of such term). 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 defined in clause (i) of such term) for the Pledged Applicable Ownership Interests in Senior Notes as Collateral. If, upon which notice in spite of its reasonable efforts, the Remarketing Agent cannot remarket the Senior Notes as set forth above in any Optional Remarketing (other than to the Company) at a price not less than the applicable Remarketing Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Optional Remarketing will be deemed to have failed (a "Failed Optional Remarketing"). Promptly after all Failed Optional Remarketings in any Optional Remarketing Period, the Custodial Agent will return such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Senior Notes to the Custodial Agent for redelivery to such Holders of such Separate Notesappropriate Holders.

Optional Remarketing. (ai) On or prior Unless a Termination Event has occurred, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the thirteenth terms of the Remarketing Agreement, to remarket the aggregate Notes underlying the aggregate Applicable Ownership Interests in Notes that are components of Corporate Units, along with any Separate Notes, the holders of which have elected to participate in such remarketing pursuant to the Indenture and Section 5.02(d), over a period of one or more days selected by the Company that begins on or after the second Business Day immediately preceding the Stock Interest Payment Date immediately prior to the Purchase Contract Settlement Date but and ends any time on or before the eighth calendar day prior to the beginning of the Final Remarketing Period (such period, the “Optional Remarketing Period”); provided that, notwithstanding anything to the contrary herein, the Company may only elect to conduct an Optional Remarketing if it is not then deferring interest on the Notes. (i) The Company shall request that the Depository notify the Depository Participants holding Corporate Units, Treasury Units and Separate Notes of the Company’s election to conduct an Optional Remarketing no earlier later than five Business Days prior to the sixteenth first day of the Optional Remarketing Period, and the Company shall provide a copy of such request to the Purchase Contract Agent, Collateral Agent and Custodial Agent. (ii) If the Company elects to conduct an Optional Remarketing on an Optional Remarketing Date, by 4:00 p.m. (New York City time) on the Business Day immediately preceding the Stock Purchase Date, Holders first day of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 a.m., New York City timerelated Optional Remarketing Period, the Custodial Purchase Contract Agent shall notify the Remarketing Agent Agent(s) in writing of the aggregate principal amount of such Separate Notes underlying the Pledged Applicable Ownership Interests in Notes that are a part of the Corporate Units to be remarketed. The , and the Custodial Agent will hold such Separate Notes shall notify in an account separate from writing the Collateral Account. A Holder Remarketing Agent(s) of the aggregate principal amount of Separate Notes electing (if any) to have its Separate Notes be remarketed will also have pursuant to Section 5.02(d). Pursuant to the right to withdraw Remarketing Agreement, upon receipt of such election by written notice to notices from the Purchase Contract Agent and the Custodial Agent, substantially in the form of Exhibit D Remarketing Agent(s) will use its commercially reasonable efforts to remarket such Notes at the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will return such Separate Notes to such Holderapplicable Remarketing Price. (biii) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate NotesReserved.